aditya birla nuvo limited - moneycontrol.com · aditya birla nuvo limited annual report 2014 -2015...

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15Aditya Birla Nuvo Limited

Corporate Finance DivisionA-4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai 400 030.Telephone+91 22 66525000, 24995000 Fax +91 22 66525821, 24995821E-mail : [email protected], [email protected]

Registered Office & Investor Service CentreIndian Rayon Compound, Veraval – 362 266, GujaratTelephone+91 2876 245711, 248629/248495 Fax +91 2876 243220E-mail : [email protected]

Website : www.adityabirlanuvo.com, www.adityabirla.com

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NUVOADITYA BIRLA NUVO LIMITED & ITS SUBSIDIARIES / JOINT VENTURES*

ADITYA BIRLA NUVO LIMITED : Fashion & Lifestyle, Manufacturing (Agri, Caustic Soda

and Allied Chemicals, Insulators, Viscose Filament

Yarn) Textile.

I) FINANCIAL SERVICES

Subsidiaries� Birla Sun Life Insurance Company Limited : Life Insurance

[JV with Sun Life Financial Inc of Canada]

� Birla Sun Life Pension Management Limited : Management of Pension Fund under NPS Scheme

� Aditya Birla Financial Services Limited (“ABFSL”)

(formerly Aditya Birla Financial Services Private Limited) : Core Investment Company

� Aditya Birla Capital Advisors Private Limited : Private Equity Investment, Advisory & Management

Services

� Aditya Birla Customer Services Limited : Financial & IT enabled services

(formerly Aditya Birla Customer Services Private Limited)

� Aditya Birla Finance Limited : NBFC/ Fund Based Lending

� Aditya Birla Financial Shared Services Limited : Financial & IT enabled services

� Aditya Birla Housing Finance Limited : Housing Finance

� Aditya Birla Insurance Brokers Limited : Composite Non-life Insurance Advisory & Broking

� Aditya Birla Money Limited : Equity Broking

� Aditya Birla Commodities Broking Limited : Commodities Broking

� Aditya Birla Trustee Company Private Limited : Trustee of Private Equity Fund

� Aditya Birla Money Mart Limited : Wealth Management & Distribution

� Aditya Birla Money Insurance Advisory Services Limited : Life Insurance Advisory- Corporate Agent

� Birla Sun Life Asset Management Company Limited


� Birla Sun Life AMC (Mauritius) Limited

� Aditya Birla Sun Life AMC Limited, Dubai : Asset Management

� Aditya Birla Sun Life AMC Pte. Limited, Singapore

� International Opportunities Fund - SPC

(formerly known as Aditya Birla Sun Life - SPC :� India Advantage Fund Limited

� Birla Sun Life Trustee Company Private Limited : Trustee of Birla Sun Life Mutual Fund


� Aditya Birla Health Insurance Limited : Health Insurance (Proposed)

(Proposed JV with MMI Holdings Limited, South Africa)

II) GARMENTS & OTHERS SUBSIDIARIES� Madura Garments Lifestyle Retail Company Limited : Branded Apparel and Accessories

� Indigold Trade & Services Limited

� Pantaloons Fashion and Retail Limited

� Shaktiman Mega Food Park Pvt. Limited

� ABNL IT & ITES Limited

� Aditya Birla Minacs BPO Private Limited

� ABNL Investment Limited

IV) TELECOM (JOINT VENTURE)� Idea Cellular Ltd. : Telecommunication Services

* As on 14th May, 2015

}

CMYK

THE CHAIRMAN’S LETTER TO SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015

ii�

Dear Shareholder,

The global scenario

The year 2014-15 continued to be

a challenging year. The global

economy growth was 3.4%,

unchanged over the previous year.

The world’s largest economy, the US

saw better growth, while the

countries in the Euro zone

registered marginal growth. There

was a marked slowdown in China,

and Japan witnessed near

stagnation.

The key factors that affected the

global economy included a steep

decline in oil and commodity prices,

and monetary easing by central

banks in the US, EU and Japan.

The global financial markets

experienced heightened volatility,

largely due to expectations of a

tightening of monetary policy by the

US Federal Reserve. The impasse

on resolving the debt crisis in

Greece added to the uncertainty.

Geopolitical risks compounded the

situation.

The IMF has projected economic

growth at 3.3% in 2015, marginally

lower than the growth recorded

in 2014.

The domestic scenario

Among all the developing

economies, India was a notable

exception, with growth increasing to

7.3% in 2014. Agriculture recorded

a growth of only 0.2%, given the

subnormal monsoon. This was

CMYK

THE CHAIRMAN’S LETTER TO SHAREHOLDERSAditya Birla Nuvo Limited - Annual Report 2014-2015

iii �

compensated by a more vigorous manufacturing sector,

which grew at 7.1% in FY2014-15, compared to 5.3% in

FY2013-14. Headline inflation fell sharply to 5%.

On the external front, India’s vulnerability has reduced with

the current account deficit contained at below 2% of GDP

and a relatively stable currency. The monetary policy through

the year was largely accommodative.

A slew of initiatives reinforced the positive macro factors. One

must particularly mention the deregulation of diesel prices,

reforms in the coal and mineral sectors, measures to boost

FDI, and faster environmental clearances. The buoyant

investor sentiment was manifest in capital inflows of

$73 billion. As infrastructure projects get off the ground, the

prospects for a revival of the capital investment cycle seem

very strong.

Your Company’s performance

Your Company attained a consolidated turnover of

$ 4.4 billion (` 26,516 Crore) and an EBITDA of $ 966 million

(` 5,798 Crore) a surge of 18%.

I am pleased to inform you that your Company enjoys the

edge in practically all of its businesses.

Financial Services

Today, with a diversified portfolio of 10 businesses, our Aditya

Birla Financial Services Group (ABFSG) is truly a significant

non-bank financial services player. It is among the top 5 fund

managers in India (excluding LIC) and one of the largest

participants in the debt market. Financial Services have

delivered solid results across businesses.

Its Assets Under Management grew to $ 27.5 billion

(` 165,000 Crore), representing a year-on-year growth of

35%. Its lending book extended year-on-year by 52% and

closed at $ 3 billion approximately (` 17,550 Crore).

Its revenues stand at $ 1.3 billion (` 7,926 Crore),

representing a year-on-year growth of 19%, while EBIDTA

recorded a growth of 17%, to reach USD 141 million

(` 849 Crore).

Today, with a diversifiedportfolio of 10 businesses,our Aditya Birla FinancialServices Group (ABFSG)is truly a significant non-bank financial servicesplayer.

CMYK


iv�

A slew of initiatives launched focus on –

● Commencing the housing finance business

● Entering the Health insurance and Wellness business

towards which the business has signed a definitive Joint

Venture agreement with MMI Holdings Ltd., a leading

South African insurance based financial services group

● Obtaining PFRDA approval for managing pension assets

under the NPS scheme

● Roping in IFC, Washington as its strategic investment

partner in MyUniverse

● Completing the acquisition of the mutual fund schemes

and portfolio accounts of ING investment management.

Fashion & Lifestyle

Our Company’s apparel retail businesses – Madura Fashion

& Lifestyle (MFL), and Pantaloons Fashion & Retail Ltd.

(PFRL) together have catapulted your Company to the

number one branded apparel retail player in the country.

A major development was our corporate restructuring plan

merging Madura with Pantaloons. This has spawned India’s

single largest pure play fashion apparel entity – Aditya Birla

Fashion and Retail Limited.

Moving on to the business performance, MFL stayed well

ahead of the industry in terms of revenue growth of 16% to

USD 622 million (` 3,735 Crore) with EBITDA up by 19% to

USD 77 million (` 463 Crore). MFL’s largest brand, Louis

Philippe crossed the ` 10 billion revenue mark, the first

apparel brand in the country to reach this level.

The business transformation begun at Pantaloons, after it

came into our fold, has been completed. Pantaloons attained

revenues of USD 308 million (` 1,851 Crore), up by 11%

and its EBITDA soared by 96% on a year-on-year basis. The

launch of six new brands bolstered Pantaloons portfolio of

own brands. Collectively these account for 52% of the overall

revenue and helped drive margin improvement. The setting-

up of 25 new stores accelerated its customer access, with

the store count now at 104.

A major developmentwas our corporaterestructuring planmerging Madura withPantaloons. This hasspawned India’s singlelargest pure playfashion apparel entity– Aditya Birla Fashionand Retail Limited.

CMYK


v �

Telecom

In the telecom sector, Idea continues to make waves. It has

maintained its enviable track record as the fastest growing

Indian mobile operator. Its performance has been splendid.

It delivered a 19% revenue growth at $ 5.3 billion

(` 31,527 Crore) with a 32% rise in EBIDTA at $ 1.9 billion

(` 11,281 Crore).

As many of you know, India is on the cusp of a digital

revolution. Internet is expected to pervade the lives of a billion

Indians in the next decade from a current low penetration of

20% online. From commerce to banking to entertainment to

health everything will go online. I believe, the mobile industry

has the onerous task to build the Indian Internet infrastructure

backbone. Idea is well poised to take advantage of this

megatrend to further accelerate its profitable growth. During

the last two spectrum auctions, Idea committed $ 6.8 billion

(` 41,000 Crore) increasing its spectrum portfolio to 270.7

MHz. Today, Idea has the ability to offer 3G services to 80%

of its own subscribers and 4G services to 60% of its

161 million subscribers base, besides offering Pan India

2G services.

Divisions: Agri, Rayon, Linen and Insulators

The divisions of your Company, comprising of the Agri,

Rayon, Linen and Insulators businesses, have done well.

These clocked a collective revenue of $ 901 million

(` 5,405 Crore) and an EBIDTA at $ 102 million (` 615 Crore),

a year-on-year growth of 9% and 11% respectively.

In a year when the country was highly rain deficient in most

regions, your Company’s Agri business registered a healthy

growth of 90% over the last financial year, which is indeed

applaudable. The business is now a ‘Total Agri Solutions

Provider’, offering a bouquet of products from fertilisers to

seeds to agrochemicals to specialities that fulfil every need

of the farmer, from sowing to harvesting.

The VFY business performed in the face of poor demand

from the textile sector, reaping the benefits from incremental

revenue through the ENKA acquisition. It is today the largest

player in the premium superfine denier market in India.

Idea is well poised totake advantage of thismegatrend to furtheraccelerate itsprofitable growth.

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vi�

In the Textiles sector, the linen business continues to be on

top of the league. It has created its own line of linen apparel

and launched these under the brand name of ‘Linen Club’.

In the four Southern states where it has set-up flagship stores,

the response has been overwhelmingly positive. We will soon

be doubling its linen yarn capacity to reach 6,200 tpa from

current 3,400 tpa.

On the Insulator business’ radar is an unrelenting focus on

yield improvement and increasing its export sales.

Outlook

All of your Company’s businesses are poised for higher

growth, given the upturn in the economy. Your Company’s

balance sheet is strong. It will continue to play the role of a

business incubator, nurture new businesses in sectors that

offer promise, and alongside leverage opportunities across

its current portfolio.

To our teams

I would like to acknowledge the contribution of our teams in

India and across the world. I believe, it is our people, who

underpin everything else. They are the ultimate reason why

we meet with success, in the face of all odds, year after

year. Their commitment and dedication is beyond words.

The Aditya Birla Group: In perspective

We have had a good year at the Group level. Our Group’s

consolidated revenue crossed the ` 2.5 trillion mark, setting

a new milestone. We are up 9% over the last year. In dollar

terms as well, regardless of the ups and downs in foreign

currency, we reported revenues of $ 41 billion, an 8% rise.

Over 50% of our Group’s revenues flow in from our global

operations.

I believe, that the bottom line and the cash in the till is a

greater parameter to gauge performance rather than simply

revenues. On this score too, we have done well.

Our EBIDTA in Rupee terms is an impressive ` 322 billion,

again over 9% vis-à-vis FY14. In dollar terms, we achieved

an EBIDTA of $ 5.25 billion, reflecting an 8% rise over that of

the last year.

We have had a goodyear at the Grouplevel. Our Group’sconsolidated revenuecrossed the ` 2.5trillion mark, settinga new milestone.

CMYK


vii �

I deeply believe that building our future can only be possible

by building more leaders and through people development

processes. Towards this, our endeavours continue to deliver

results. Two of our programmes deserve a special mention.

“Cutting Edge” – our leadership programme targeted at

developing P&L leaders and “Turning Point” – aimed at

building cost centre leaders and unit heads, have proved

very promising. Over 70 talented managers have graduated

from these programmes and have taken on leadership roles

at senior levels.

At the same time our senior leaders are being actively

encouraged to take on cross business roles to gain multi-

sectoral experience.

We have a bench strength of over 250 youngsters who joined

us 5 years ago as Group Management Trainees, and

Leadership Associate Programme (Lead) and Leadership

Programme for Experienced (Leap) members have

demonstrated great potential and grown significantly. Some

of them are already in key positions. I hope to see many of

them occupy positions of critical importance in our businesses

in the near future. As part of our globalisation agenda, we

have also been recruiting both interns and Lead and Leap

participants from renowned International Business Schools.

Similarly, our GMLP – Global Manufacturing Leadership

Programme, aimed at reinforcing our technical and

manufacturing strength, is paying a rich dividend. The Aditya

Birla Group is being increasingly viewed as the most

aspirational place for manufacturing professionals in India.

Our focus on gender diversity and creating enabling policies

and programmes to ensure that we provide a conducive,

encouraging and an equitable place for women to thrive

and excel is gaining momentum. We have launched “SpringBoard”, the accelerated women’s leadership development

programme, designed for high calibre women managers.

Currently, we have more than 150 women positioned at

middle management and senior management levels.

Gyanodaya, our in-house world-class university, has aligned

with the best-in-class global business schools, professors

and consultants among others. Many of our best talent is

Our focus on genderdiversity and creatingenabling policiesand programmes toensure that weprovide a conducive,encouraging and anequitable place forwomen to thrive andexcel is gainingmomentum.

CMYK


viii�

also enlisted for short-term courses at these institutions. Such

a cross pollination and stoking of the intellect enables us

move with the times and are continuously learning.

Ranked No. 1 in the Nielsen Corporate Image Monitor

We are humbled that for the third year running, our Group

has been ranked No.1 in the Nielsen Corporate Image

Monitor 2014-15. We have emerged as ‘Best in Class’ across

most of the pillars. This is a remarkable vote of confidence

by the stakeholder constituency in our leadership teams.

It is a testament to our “Group brand, governance standards,

transparency, customer primacy and CSR engagement. The

six pillars of Corporate Image, on which organisations are

engaged, comprise of Vision and Leadership, Product &

Service quality, Workplace Management, Financial

Performance, Operating style and Social responsibility”.

Nielsen’s Corporate Image Monitor measures the reputation

of the 42 leading companies in India across sectors

(based on the Bombay Stock Exchange list and the

Economic Times Ranked Top 50 Companies) and “the

findings serve as an important indicator of the strength of

the corporate brand”.

In sum

We are gearing to ensure that we have the right talent at the

right time and at the right place for each of our businesses.

Additionally, enhancing customer centricity and excellence

capability by developing customer value propositions that are

unmatched, stepping up the focus on R&D to increase the

share of value-added products across businesses are our

focus areas. The thrust on digitisation across our business

processes and using analytics and big data continue. These

are our steps towards accelerating top-line and bottom-line

growth and enhancing stakeholder value.

Yours sincerely,

Kumar Mangalam Birla

We are humbled thatfor the third yearrunning, our Grouphas been ranked No.1in the NielsenCorporate ImageMonitor 2014-15. Wehave emerged as‘Best in Class’ acrossmost of the pillars.

CMYKCMYK

CMYK

Aditya Birla Nuvo Limited - Annual Report 2014-2015

1 �

Contents

Aditya Birla Nuvo : A Snapshot ............................ 2

Financial Highlights ............................................... 8

Management Discussion and Analysis .............. 10

Directors’ Report .................................................. 43

Business Responsibility Report .......................... 88

Corporate Governance Report ........................... 97

Shareholders’ Information ................................. 112

Social Report – Towards Inclusive Growth ...... 120

Environment Report –

Sustainable Development ................................. 123

Standalone Financial Statements ..................... 125

Consolidated Financial Statements .................. 187

Registered Office:Indian Rayon Compound, Veraval - 362 266, Gujarat, India

Telephone + 91 2876 245711, 248629/248495 E-mail : [email protected]

CIN: L17199GJ1956PLC001107

CORPORATE INFORMATION

KEY MANAGERIAL PERSONNEL/SENIOR MANAGEMENT TEAM

MANAGING DIRECTORMr. Lalit Naik

WHOLE-TIME DIRECTOR &CHIEF FINANCIAL OFFICERMr. Sushil Agarwal [upto 30th June, 2015]

CHIEF FINANCIAL OFFICERMrs. Pinky Mehta [w.e.f 1st July, 2015]

COMPANY SECRETARYMr. Ashok Malu [w.e.f. 1st March, 2015]

ADITYA BIRLA FINANCIAL SERVICESMr. Ajay Srinivasan Chief Executive Officer

Mr. Pankaj Razdan Dy. Chief Executive Officer

MD & CEO, Birla Sun Life

Insurance Co. Ltd.

AUDITORSKhimji Kunverji & Co.

S R B C & Co. LLP

OTHER BRANCH AUDITORSK. S. Aiyar & Co.

Deloitte Haskins & Sells

TELECOMMr. Himanshu Kapania Business Head

MANUFACTURING: AGRI & INSULATORSMr. Lalit Naik Business Director

Mr. Raj Narayanan Chief Executive Officer

RAYONMr. Lalit Naik Business Director

Dr. Bir Kapoor President

FASHION & LIFESTYLE

Mr. Pranab Barua Business Head

(Branded Apparels)

Mr. Thomas Varghese Business Head (Textiles)

Mr. Ashish Dikshit Business Head

(Madura Fashion & Lifestyle)

Mr. Shital Mehta Chief Executive Officer

(Pantaloons Fashion)

Mr. S. Krishnamoorthy President - Jaya Shree Textiles

SOLICITORSCyril Amarchand Mangaldas, Advocates & Solicitors

Mulla & Mulla and Craigie, Blunt & Caroe

CORPORATE FINANCE DIVISION

Mr. Shriram Jagetiya President

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VISION & MISSION

A USD 4.4 BILLION PREMIUM CONGLOMERATE

Vision

“To be a premium conglomerate building leadership in businessesand creating value for all the stakeholders”

Mission

Investing in the promising sectors

Building leadership in businesses

A platform to drive synergy of resources

Delivering best value to all the stakeholders

To be a responsible corporate citizen

Agri*

Rayon*

Insulators*

Jaya Shree*

*Represent Divisions ^Represent Subsidiaries $Represent Joint Ventures

@JV with Sun Life Financial, Canada

#Listed

Note 1 : Percentage figures indicated above represent ABNL’s shareholding in its Subsidiaries / JV’s

Note 2 : Madura Fashion (A division of ABNL) and Madura Lifestyle (A branded apparel retailing division of Madura Garments Lifestyle

Retail Co. Ltd., a subsidiary of ABNL) are being demerged into Pantaloons Fashion & Retail Ltd., a listed subsidiary of ABNL, w.e.f.

1st April 2015, subject to statutory approvals. Refer page 30 for transaction details.

Leadership position in India Leader Top 3 Top 6

Financialservices

Telecom$ #

(23.28%)Fashion &Lifestyle

Divisions

Madura*

Pantaloons^ #

(72.62%)Asset Management^

(51%)@

Life Insurance^

(74%)@

NBFC (100%)^

Housing Finance (100%)^

Private Equity (100%)^

Broking (75%)^ #

Wealth Management (100%)^

General Insurance Advisory (50.01%)^

Online Money Management (100%)^

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CONSOLIDATED FINANCIAL SNAPSHOT

Note1 : Revenue and EBIT Mix are excluding IT-ITeS business which was divested w.e.f. 9th May 2014

Note2 : Madura Fashion (A division of ABNL) and Madura Lifestyle (A branded apparel retailing division of Madura Garments Lifestyle Retail Co.

Ltd., a subsidiary of ABNL) are being demerged into Pantaloons Fashion & Retail Ltd., a listed subsidiary of ABNL, w.e.f. 1st April 2015,

subject to statutory approvals. Refer page 30 for transaction details.

CONSOLIDATED EARNINGS MIX - 2014-15

Revenue(` Crore)

EBITDA(` Crore)

Net Profit(` Crore)

14,331 15,523 18,188

21,840

25,490 25,892 26,516

2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15

2009-102008-09

155

822 890

1,059 1,143

1,416

2010-11 2011-12 2012-13 2013-14 2014-15

-436

867

1,686

2,687 3,247

4,137

4,927

5,798

2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15

Segment Revenue1 Segment EBIT1

Fashion & Lifestyle2

21%

Divisions21% Financial Services

30%

Telecom28%

Telecom46%


9%

Divisions17% Financial Services

28%

CAGR 11%

CAGR 37%

CAGR 56%

(FY10-FY15)

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INVESTING IN THE PROMISING SECTORS

• Entered Fashion business

through acquisition of Madura

• Forayed in Life Insurance business

through JV with Sun Life, Canada

• Entry into IT-ITeS business

BUILDING LEADERSHIP POSITION ACROSS ITS BUSINESSES

• Enhanced strategic stake in Telecom through Idea

• Expanded Financial Services portfolio by merger of

Asset Management & NBFC businesses and entry

in broking & private equity.

• Augmented Fashion offerings through acquisition of

Pantaloons, a top 3 big box apparel retailer

• Created India’s largest online money management portal MyUniverse

• Added New Superfine Yarn capacity in Rayon

• Expanded Linen Yarn and Fabric Capacities

• Commenced Housing Finance business

• Applied for Payments Bank license in a 51:49 Joint Venture with Idea

• Signed MOU with MMI Holdings Ltd. to enter health insurance sector

� 2000 � 2001 � 2003� 2005/06

� 2005-2011

� 2012� 2013

� 2014� 2015

Invested about USD 2 billion over past 15 years

• Among the top 5 fund

managers in India

• Diversified portfolio with

10 lines of businesses

• Managing assets worth

USD 27.5 billion

• Lending book of USD 3

billion

• Trusted by over 6 million

customers

• 6 th largest cellular

operator in the world in

terms of subscriber

base in a single country

• 3 rd largest telecom

service provider in India

in terms of revenue

market share

• Customer base of 157.8

million subscribers

• Madura Fashion &

Lifestyle is the # 1

branded menswear

player in India

• Pantaloons is the # 1

branded womenswear

retailer in India

• A large 10.8 million

loyalty customers base

• Widest retail network in

the fashion space

• India’s largest linen yarn

& fabric player.

• 8 th largest Urea

manufacturer in India

• Among the top 2 VFY

manufacturers in India

• India’s largest & world’s

4th largest manufacturer

of insulators

Financial Services Telecom Fashion & Lifestyle Divisions

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A PLATFORM TO DRIVE SYNERGY OF RESOURCES

DELIVERING BEST VALUE TO ALL THE STAKEHOLDERS

2008-09

3,591 3,4603,142

3,8543,630

3,1963,584

2009-10 2010-11 2011-12 2012-13 2013-14 2014-15

Net Debt/EBITDA

2012-132011-122010-112009-102008-09

Net Debt/Equity5.8

4.1

3.33.7

3.3

2.6

0.39

3.0

0.87

0.74

0.580.68

0.530.42

2014-152013-14

Standalone RatiosStandalone Net Debt

(` Crore)

� Standalone balance sheet has been the growth engine for ABNL & a platform to drive synergy of capital resources

� Invested USD 1 billion to fund the growth capital requirements of its businesses over past six years

� Driving strong growth across businesses while sustaining debt levels

� Healthy financial position : Net Debt to EBITDA at 3.0x & Net Debt to Equity at 0.42x as on 31st March 2015

� Contributed by strong cash flow from operations, dividend income, release of capital from divestment of

sub-scale businesses and funding support from the promoters.

Exit from sub scale businesses to achieve greater focus on other businesses

Consolidation of Branded Apparels Businesses to unlock value for the shareholders

Business DivestedCarbon Black

IT-ITeS

Effective Date1st April 2013

9th May 2014

Enterprise ValueUSD 240 million

USD 260 million

OutcomeStrengthening of ABNL’s

balance sheet & greater focus

on core businesses

• Creating India’s largest pure-play fashion & lifestyle company

• Presence across entire spectrum of fashion through India’s leading fashion brands

• Unlocking value for shareholders by giving them direct holding in a best-in-class fashion powerhouse

• Largest retail network in fashion space in India

• Sound Balance sheet to act as a strong enabler for growthRefer page 30 for transaction details

Aditya BirlaFashion & Retail

#1 Menswear player #1 Womenswear retailer

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ROBUST REVENUE GROWTH ACROSS THE BUSINESSES

Revenue(` Crore)

Note1 : Including full figures of Asset Management business. As per AS-27, Asset Management business has been proportionately consolidated

at 50% in ABNL's financials, being a 50:50 Joint Venture till 9th October 2012. Thereafter, it is consolidated as a subsidiary since Aditya

Birla Financial Services holds 51% w.e.f. 10th October 2012.

Note2 : Full financial numbers of Idea Cellular. Being a Joint Venture, Idea Cellular has been consolidated at 27.02% from 12th August 2008 upto

1st March 2010, at ~ 25.3% till 10th June 2014, at 23.63% till 23rd July 2014 and at ~ 23.3% thereafter, as per AS-27.

Note3 : Represents Branded Apparels & Accessories (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Ltd.). In 2012-13, nine months

financials of Pantaloons are included pursuant to its acquisition, w.e.f. the appointed date 1st July 2012.

Note4 : Represents Jaya Shree, Agri, Rayon and Insulators businesses.

2013-142012-132011-12 2014-152010-11

Telecom2

15,438

19,489

22,407

26,432

31,527

2013-142012-132011-122010-11 2014-15


5,450

1,811

2,243

3,802

4,759

2013-142012-132011-122010-11 2014-15

Divisions4

5,405

3,101

4,301

5,3004,979

2013-14 2014-152012-132011-122010-11

Financial Services1

6,3046,542

6,378

6,637

7,926

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SOUND GROWTH IN PROFITABILITY ACROSS THE BUSINESSES

EBITDA(` Crore)

Note1 : Including full figures of Asset Management business. As per AS27, Asset Management business has been proportionately consolidated at 50% in

ABNL's financials, being a 50:50 Joint Venture till 9th October 2012. Thereafter, it is consolidated as a subsidiary since Aditya Birla Financial Services

holds 51% w.e.f. 10th October 2012. Interest cost of NBFC business, being an operating expense as per AS17, is deducted from EBITDA.

Note2 : Full financial numbers of Idea Cellular. Being a Joint Venture, Idea Cellular has been consolidated at 27.02% from 12th August 2008 upto

1st March 2010, at ~ 25.3% till 10th June 2014, at 23.63% till 23rd July 2014 and at ~ 23.3% thereafter, as per AS-27.

Note3 : Represents Branded Apparels & Accessories (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Ltd.). In 2012-13, nine months

financials of Pantaloons are included pursuant to its acquisition, w.e.f. the appointed date 1st July 2012.

Note4 : Represents Jaya Shree, Agri, Rayon and Insulators businesses.

Note5 : Excluding one time investment income.

2013-142012-132011-122010-11 2014-15

Telecom2

11,281

3,910

5,085

6,071

8,519

2013-142012-132011-122010-11 2014-15


532

136196

3125

401

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Divisions4

519547

600554

615

2013-142012-132011-122010-11 2014-15

544

661819 799

911

Financial Services1

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PROFIT AND LOSS ACCOUNT 2014-15 2013-14 2012-13 2011-12 2010-11USD Million14 ` Crore ` Crore ` Crore ` Crore ` Crore

Financial Services1 1,321 7,926 6,637 6,283 6,384 6,121

Fashion & Lifestyle2 908 5,450 4,759 3,802 2,243 1,811

Telecom3 1,245 7,467 6,669 5,662 4,933 3,918

IT-ITeS4 47 283 2,898 2,466 2,082 1,692

Divisions5 901 5,405 4,979 5,300 4,301 3,101

Carbon Black5 — — — 2,036 1,943 1,588

Inter-segment elimination (3) (16) (50) (58) (46) (43)

Revenue 4,419 26,516 25,892 25,490 21,840 18,188EBITDA 966 5,798 4,927 4,137 3,247 2,687Less : Depreciation & Amortisation 284 1,703 1,609 1,295 1,092 941

EBIT 683 4,095 3,318 2,842 2,154 1,746Less: Finance Costs related to NBFC 184 1,105 742 456 202 112

Less : Other Finance Costs 109 652 809 860 623 440

Earnings before Tax & Exceptional Items 390 2,338 1,767 1,526 1,330 1,195Add: Exceptional Gain / (Loss)6 (2) (13) 5 — (104) (104)

Less : Tax Expenses 139 833 550 342 216 183

Net Profit / (Loss) before Minority Interest 249 1,491 1,222 1,184 1,010 908Less : Minority Interest & share in (Profit) / Loss of associates 13 76 79 125 120 86

Net Profit / (Loss) 236 1,416 1,143 1,059 890 822

BALANCE SHEET 2014-15 2013-14 2012-13 2011-12 2010-11USD Million14 ` Crore ` Crore ` Crore ` Crore ` Crore

Net Fixed Assets (Including Capital Advances and CWIP) 2,057 12,342 13,045 10,677 9,354 8,840

Goodwill 662 3,973 4,982 4,825 3,177 3,042

Life Insurance Investments 5,025 30,147 24,764 22,929 21,110 19,760

Long term Investments 68 408 410 354 319 289

NBFC Lending Book (including Housing Finance) 2,950 17,700 11,550 8,000 3,425 1,850

Cash Surplus & Current Investments7 708 4,246 1,089 2,415 1,518 1,261

Net Working Capital 28 165 730 1,773 1,497 451

Total Funds Utilised 11,497 68,981 56,569 50,974 40,399 35,493Net Worth 2,145 12,871 11,189 9,384 7,517 6,678

Life Insurance Policyholders’ Fund8 4,806 28,839 23,557 21,576 19,964 18,977

Total Debt 1,883 11,299 10,893 11,778 9,328 7,763

NBFC borrowings (including Housing Finance) 2,448 14,686 9,647 6,867 2,973 1,538

Minority Interest 134 802 778 940 301 278

Deferred Tax Liabilities (Net) 81 485 504 428 317 259

Total Funds Employed 11,497 68,981 56,569 50,974 40,399 35,493

RATIOS AND STATISTICS Unit 2014-15 2013-14 2012-13 2011-12 2010-11Interest Cover (EBITDA9 / Finance Costs10) x 7.2 5.2 4.3 4.9 5.9

Net Debt to Equity (Net Debt11 / Net Worth) x 0.5 0.9 1.0 1.0 1.0

Net Debt to EBITDA (Net Debt11 / EBITDA9) x 1.5 2.3 2.5 2.6 2.5

ROACE (EBIT12 / Average Capital Employed13) % 12.2 11.2 11.9 12.0 11.8

ROAE (Net Profit / Average Net Worth) % 11.8 11.1 12.5 12.5 13.5

Basic Earnings Per Share (Weighted Average) ` 108.8 (USD 1.8) 92.1 93.2 78.4 77.6

Book Value per Equity share ` 989 (USD 16.5) 860 781 662 586

No. of Equity Shareholders Numbers 132,505 142,260 146,139 146,636 153,896

Closing Price as on 31st March (NSE) ` 1,664 (USD 27.7) 1,091 976 945 814

Market Capitalisation (NSE) ` Crore 21,654 (USD 3.6 billion) 14,196 11,727 10,723 9,244

Note1: Financial Services include NBFC, Life Insurance, Asset Management, Housing Finance, Private Equity, Broking, Wealth Management, Online Money Management &

General Insurance Broking businesses. Asset Management business has been proportionately consolidated at 50% till 9th

October 2012, being a 50:50 Joint Venture and

thereafter consolidated as subsidiary since Aditya Birla Financial Services holds 51% w.e.f. 10th

October 2012.

Note2: Represents Branded Apparels & Accessories business (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Limited).

Note3 : Represents ABNL’s share. Being a joint venture, Idea has been consolidated at 27.02% from 12th August 2008 upto 1st March 2010, at ~ 25.3% till 10th June 2014, at 23.63%

till 23rd July 2014 and at ~ 23.3% thereafter as per AS 27.

Note4 : ABNL IT & ITES Ltd., a wholly owned subsidiary of ABNL, divested Aditya Birla Minacs w.e.f. 9th May 2014

Note5 : Divisions include Jaya Shree, Agri, Rayon and Insulators. The Carbon Black division has been divested through slump sale w.e.f. 1st April 2013

Note6 : Exceptional Gain / (Loss) in 2014-15 represents loss of ` 13 Crore pertaining to the divestment of Minacs

Note7 : Cash Surplus & Current Investments include cash & bank balances and fertilisers bonds Note8 : Including Fund for Future Appropriations

Note9 : EBITDA less finance costs related to NBFC Note10 : Excluding finance costs related to NBFC

Note11 : Total Debt (excluding NBFC borrowings) less Cash Surplus & Current Investments Note12 : EBIT less finance costs related to NBFC

Note13 : Capital Employed excluding Life Insurance Policyholders’ Fund and NBFC borrowings Note14 : 1 USD = ` 60; 10 Million = 1 Crore

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PROFIT AND LOSS ACCOUNT 2014-15 2013-14 2012-13 2011-12 2010-11USD Million6 ` Crore ` Crore ` Crore ` Crore ` Crore

Revenue 1,490 8,938 8,021 9,754 8,433 6,447

EBITDA 198 1,186 1,246 1,116 1,050 960

Less : Finance Costs 44 263 267 360 313 271

Earnings before Depreciation and Tax 154 922 979 756 737 689

Less : Depreciation and Amortisation 32 189 199 219 203 194

Earnings before Tax and Exceptional Items 122 733 780 537 534 495

Add: Exceptional Gain/ (Loss)1 — — 24 — (104) —

Earnings before Tax 122 733 804 537 430 495

Less : Tax Expenses 34 205 130 114 85 115

Net Profit2 88 528 674 423 345 380

Less : Dividend (Including Corporate Tax on Dividend) 18 110 98 78 68 73

Retained Profit 70 418 576 345 277 307

BALANCE SHEET 2014-15 2013-14 2012-13 2011-12 2010-11USD Million6 ` Crore ` Crore ` Crore ` Crore ` Crore

Net Fixed Assets (Including Capital Advances and CWIP) 313 1,879 1,866 2,226 1,976 1,858

Long term Investments 1,449 8,695 7,952 5,857 5,598 5,424

Cash Surplus & Current Investments3 17 105 557 353 707 146

Net Working Capital 272 1,635 1,574 2,556 2,117 1,433

Capital Employed 2,052 12,314 11,949 10,992 10,398 8,862

Share Capital 22 130 130 120 114 114

Share Warrants — — — 224 — —

Reserves and Surplus 1,398 8,389 7,978 6,510 5,565 5,287

Net Worth 1,420 8,519 8,108 6,854 5,679 5,401

Total Debt 615 3,688 3,753 3,983 4,561 3,287

Deferred Tax Liabilities (Net) 18 106 88 155 158 174

Capital Employed 2,052 12,314 11,949 10,992 10,398 8,862

RATIOS AND STATISTICS Unit 2014-15 2013-14 2012-13 2011-12 2010-11

Interest Cover (EBITDA / Finance Costs) x 4.5 4.7 3.1 3.4 3.5

ROACE (EBIT/ Average Capital Employed) % 8.2 9.1 8.4 8.8 8.8

ROACE4 (Excluding Long Term Investments) % 23.8 17.1 15.0 18.7 23.5

ROAE (Net Profit/ Average Net Worth) % 6.3 9.0 6.8 6.2 7.5

Net Debt to Equity (Net Debt 5 / Net Worth) x 0.42 0.39 0.53 0.68 0.58

Net Debt to EBITDA (Net Debt5 / EBITDA) x 3.0 2.6 3.3 3.7 3.3

Dividend per Equity Share ` 7.0 (12 Cents) 7.0 6.5 6.0 5.5

Dividend Payout Including Tax (as % to Net Profit) % 20.8 14.5 18.5 19.7 19.1

Basic Earnings Per Share (EPS) (Weighted Average) ` 40.6 (68 Cents) 54.3 37.2 30.4 35.8

Cash EPS (Weighted Average) ` 57.0 (USD 1.0) 64.9 56.3 47.0 53.7

Book Value per Equity share ` 655 (USD 10.9) 623 570 500 476

Capital Expenditure (Net) ` Crore 223 (USD 37 million) 401 449 304 240

Note1 : Book gain of ` 24 Crore has been recognized in 2013-14 w.r.t. the slump sale of the Carbon Black business w.e.f. 1st April 2013

Note2 : Net Profit in 2013-14 is higher by ` 209 Crore on account of one-off items being (a) book gain of ` 24 Crore and net tax credit of ` 41 Crore ondivestment of the Carbon Black business and (b) gain of ` 144 Crore on buyback of equity shares by Life Insurance subsidiary.

Note3 : Cash Surplus & Current Investments include cash & bank balances, fertilisers bonds and short term ICDs

Note4 : (EBIT excluding Dividend Income) / (Average Capital Employed less Long Term Investments)

Note5 : Total Debt less Cash Surplus & Current Investments

Note6 : 1 USD = ` 60; 10 Million = 1 Crore

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Indian Economy: Promising Outlook

India’s GDP is estimated to grow at 7.4% in fiscal

2014-15 vis-à-vis 6.9% recorded in the previousyear. There was a noteworthy improvement acrossvarious parameters. Control on price rise continuedand remarkable downfall in inflation was noted ledby benign global commodity prices. WPI inflation,at -2.33% in March 2015, touched its lowest levelsince past nine years. CPI inflation eased to 5.17%in March 2015 after starting the year with 8.6% inApril 2014. Year-on-year growth in Index ofIndustrial Production (IIP) was encouraging at 2.8%compared to negative growth in the previous year.The moderation in inflation prompted the RBI tocut interest rates to spur economic growth.

The Consumer confidence index reported byNielson touched its 4-year high level. It rose from121 in the fourth quarter of 2013-14 to 129 in thethird quarter of 2014-2015.

Structural reforms to boost investments remainedhigh on the Government’s agenda. It started withincreasing FDI cap to 49% in defence production,to 100% in railway infrastructure and then raisingFDI cap in insurance sector from 26% to 49%. TheGovernment is expected to beat its fiscal deficittarget of 4.1% of GDP, supported by the coal andspectrum auctions. The Indian Rupee remainedrelatively stable and the Current Account Deficit(CAD) contracted.

With all the above positive indicators, the Indianeconomy is becoming a favourable destination forinvestment. Though the capex cycle and consumerspend on the ground is yet to pick up, theprospects of a stable macro-economicenvironment has boosted foreign equity inflows inthe Country. Net equity inflows from ForeignInstitutional Investors (FIIs) grew by 33% to USD18 billion. Net equity inflows from mutual funds wereUSD 6.9 billion as compared to net outflow ofUSD 3.5 billion in the previous year.

The World Bank and the International MonetaryFund forecast India’s GDP to grow at 7.5% in 2015to become the world’s fastest growing economy,ahead of China. A stable government, RBI’sinflation focus and benign global commodity pricesare expected to be the key contributing factors.Furthermore, new initiatives viz. ‘Make in India’,‘Digital India’ along with a host of financial inclusionmeasures are expected to help accelerate India’s

economic development.

Aditya Birla Nuvo Limited: Progressing in linewith its vision and mission

Aditya Birla Nuvo Limited (‘ABNL’ or ‘the

Company’), is a USD 4.4 billion conglomerate

having a leadership position across its Financial

Services, Fashion & Lifestyle, Telecom, Linen and

Manufacturing businesses.

Guided by its vision “To be a premium

conglomerate building leadership in businesses

and creating value for all the stakeholders”, ABNL

has transformed itself from a small manufacturing

company in 2000 to become one of the largest

conglomerates in India today. During this

transformational journey, ABNL identified growth

opportunities in the promising sectors and invested

close to USD 2 billion to build and sustain its

leadership position in these sectors.

Well recognised for its market leadership and cost

management in the industrial businesses till late

nineties, the Aditya Birla Group today has a

successful and marked presence in the consumer

centric service sector space through ABNL. Having

promoted and created more than 20 marquee

brands, ABNL, touches the lives of more than 160

million Indians and meets their needs for life

assurance, investment, financing, fashion, digital

communication and agri products.

During fiscal 2014-15, the Company continued to

progress in line with its mission:

• Investing in the promising sectors

• Building leadership position in businesses

• A platform to drive synergy of resources

• Delivering best value to all the stakeholders

• To be a responsible corporate citizen

Investing in the promising sectors

ABNL augmented its bouquet of offerings in the

Financial Services business with commencement

of Housing Finance business operations in October

2014 under Aditya Birla Housing Finance Limited.

It has also signed an MoU in October 2014 with

MMI Holdings Ltd., a leading South African

Insurance based Financial Services Group, to enter

the Health Insurance sector in India.

ABNL has also made an application to the RBI for

obtaining license for setting-up a “Payments Bank”,

Note: USD 1 = ` 60; 1 billion = 100 Crore

Note: The financials in the Management Discussion and Analysis have been rounded off to the nearest ` 1 Crore

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in accordance with the Guidelines for ‘Licensing

of Payments Bank’ issued by RBI on November

27, 2014. As per the proposed structure, ABNL

will be the Promoter of the Payments Bank, holding

51% of its equity capital. Idea Cellular Limited

(“Idea”), an Aditya Birla Group Company, where

ABNL is the largest promoter shareholder, will be

holding the balance 49% of equity capital in the

proposed Payments Bank. The equity participation

of Idea in the proposed Payments Bank may be

increased up to 60%, subject to regulatory

approvals, as applicable.

Building leadership position in businessesThe Company continued to invest in its businesses

to fortify its leadership position. The business-wise

highlights are as follows:

� Aditya Birla Financial Services (‘ABFS’)

• A significant non-bank financial services

player having a diversified portfolio with

10 lines of businesses, including planned

foray in the health insurance sector.

• Ranks among the top 5 fund managers

in India, excluding LIC.

• Funds under management at USD 27.5

billion1 (` 164,940 Crore), grew year-on-

year by 35%.

• Lending book in the NBFC business

reached USD 3 billion (` 17,550 Crore)

mark – registering a 52% year-on-year

growth.

• Revenue at USD 1.3 billion (` 7,926 Crore)

rose year-on-year by 19% and Earnings

before Tax at USD 141 million (` 849

Crore) surged by 17%.

• Trusted by over 6 million customers and

anchored by 11,000 committed

employees, ABFS has a strong nation-

wide presence through more than 1,350

branches / touch points and over 140,000

agents / channel partners.

� Fashion & Lifestyle (Madura andPantaloons)

• ABNL’s Fashion & Lifestyle business is the

largest branded apparel player in India

selling two branded apparels every

second.

• Madura is the # 1 branded menswear

player in India and Pantaloons is the # 1

branded womenswear retailer in India.

• Trusted by a large 10.8 million loyalty

customer base.

• Revenue at USD 910 million (` 5,450

Crore) grew year-on-year by 15% and

EBITDA at USD 89 million (` 532 Crore)

soared by 32%.

• Largest retail network in the fashion space

with 1,869 exclusive brand outlets / stores

spanning 4.8 million square feet and

6,000+ additional points of sale.

• Expanding market presence with addition

of retail stores as well as scaling its own

online presence through Trendin.com.

� Telecom (Idea Cellular)

• Idea is the 6 th largest mobile

telecommunications company in the world

(based on operations in a single country)

in terms of the number of subscribers

(Source : GSMA, December 2014)

• It ranks 3rd in India in terms of revenue

market share which grew from 16.1% to

17.5%2 in the previous year.

• Largest revenue market share gainer in

India between 2009 and 2014

• A large customer base of 157.8 million

subscribers as on 31st March 2015.

• Idea is a USD 11 billion company by

market cap (` 66,200 Crore as on

31st March 2015)

• Its consolidated revenue at USD 5.3

billion (` 31,527 Crore) grew year-on-year

by 19% and EBITDA at USD 1.9 billion

(` 11,281 Crore) surged by 32%.

• Strong cash profit generation3 at USD 1.4

billion (` 8,482 Crore), 32% up

year-on-year.

• Idea has a strong balance sheet to

support its growth plans, with standalone3

Net Debt to EBITDA at 1.31 times as on

31st March 2015.

Note 1 : Includes AUM of Life Insurance, Private Equity and quarterly average AUM of Asset Management business

Note 2: Based on gross revenue for UAS & Mobile licenses only, for October–December 2014 as released by Telecom Regulatory Authority of India (“TRAI”).

Note 3: Standalone Idea = Idea and its 100% subsidiaries

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� Divisions (Jaya Shree, Agri, Rayon andInsulators):

• Combined revenue at USD 901 million

(` 5,405 Crore) grew year-on-year by 9%

and EBITDA at USD 102 million (` 615

Crore) increased by 11%.

• Jaya Shree is a leading Linen Yarn and

Fabric player in India. To tap sector

growth opportunities, Jaya Shree is

targeting to double its linen yarn capacity.

• Indo-Gulf is the 8th largest and one of the

most energy efficient urea plants in India.

• Indian Rayon is among the top two

manufacturers and the largest exporter

of VFY.

• Aditya Birla Insulators is India’s largest

and world’s 4th largest manufacturer of

insulators.

A platform to drive synergy of resources

� The standalone balance sheet has been the

growth engine for ABNL and a platform to

drive synergy of capital resources.

� ABNL has invested about USD 1 billion to fund

the growth capital requirements of its

businesses over the past six years. Long term

strategic investments account for more

than 70% of ABNL’s standalone capital

employed as on 31st March 2015.

� Despite this, ABNL continues to command a

healthy financial position, with standalone Net

Debt to EBITDA at 3 times and Net Debt to

Equity at 0.42 times as on 31st March 2015,

led by steady cash flow from operations,

dividend income and release of capital from

divestment of sub-scale businesses.

� For fiscal 2015-16, the standalone balance

sheet will support investments to the tune of

` 600 Crore in the Financial Services

businesses, largely to fund the growth capital

requirements of the NBFC and Housing

Finance businesses. The capital expenditure

guidance for the standalone businesses

stands at around ` 300 Crore.

� While fulfilling these capital requirements, the

Company is committed to keeping this growth

engine healthy and future-ready.

Delivering best value to all the stakeholders

As a conglomerate, ABNL constantly evaluates its

capital allocation strategy and reviews its business

portfolio, with the objective of delivering the best

value to all the stakeholders over the long run.

Exit from sub-scale businesses to ensuregreater focus on other businesses

� Given the multiple growth opportunities and

ensuing capital commitment of ABNL towards

other businesses, your Company divested the

IT-ITeS business with effect from 9th May 2014

at an Enterprise Value of USD 260 million

subject to working capital adjustments.

� Earlier in the previous year 2013-14, the

Company had divested the Carbon Black

business with effect from 1st April 2013 at an

enterprise value of ` 1,451 Crore subject to

working capital adjustments.

� The divestment proceeds have supported the

growth plans of the Company, strengthened

its balance sheet and enabled greater focus

on the core businesses.

Consolidation of branded apparels businessesto unlock value for the shareholders

� To capitalise on its large market presence in

the branded fashion space in India, your

Company has announced consolidation of its

branded apparels businesses under its listed

subsidiary – Pantaloons Fashion & Retail Ltd.

(“PFRL”), through a composite scheme of

arrangement (“Scheme”). As part of the

Scheme, Madura Fashion, the branded

apparel retailing division of ABNL and Madura

Lifestyle, the luxury branded apparel retailing

division of Madura Garments Lifestyle Retail

Company Limited (“MGLRCL”) – a subsidiary

of ABNL, will be demerged from respective

companies into PFRL. Pursuant to demerger,

new shares will be issued by PFRL to the

respective shareholders of the transferor

companies directly.

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• This consolidation will create India’s

largest pure play branded apparels

Company by bringing Madura – India’s

#1 branded menswear player and

Pantaloons – India’s #1 branded

womenswear retailer, together.

• The move will unlock value for the

shareholders by giving them an

opportunity to participate in the promising

fashion space directly.

• The transaction is subject to the

necessary statutory and regulatory

approvals including approvals of the

respective High Courts, the Stock

Exchanges, SEBI, the respective

Shareholders and lenders / creditors of

each of the companies.

• The appointed date of the Scheme will

be 1st April 2015.

• The combined entity will have the largest

retail network in fashion space in the

Country.

• The consolidation will also enable tapping

of operational synergies on various fronts

such as sourcing, real estate and

technology platforms.

• The sound Balance Sheet of the

combined entity will act as a strong

enabler for future growth.

Refer page 30 for transaction details.

To be a responsible corporate citizen

As a responsible corporate citizen, the vision of

the Company is to contribute actively to the social

and economic development of the communities,

to build a better and sustainable way of life for the

weaker sections of the society and to adopt best

business practices for sustainable development;

thereby balancing its economic growth with

environmental and societal interests.

The initiatives taken by the Company in these areas

are spelt out in detail in the Social and Environment

Report Section of the Annual Report.

Driven by Power of Five Values

Integrity

Acting and taking decisions in a manner that is

fair and honest. Following the highest standards

of professionalism and being recognised for doing

so. Integrity for us means not only financial and

intellectual integrity, but encompasses all other

forms as are generally understood.

Commitment

On the foundation of Integrity, doing all that is

needed to deliver value to all the stakeholders. In

the process, being accountable for our own actions

and decisions, those of our team and those in the

part of the organisation for which we are

responsible.

Passion

An energetic, intuitive zeal that arises from

emotional engagement with the organisation that

makes work joyful and inspires each one to give

his or her best. A voluntary, spontaneous and

relentless pursuit of goals and objectives with the

highest level of energy and enthusiasm.

Seamlessness

Thinking and working together across functional

groups, hierarchies, businesses and geographies.

Leveraging diverse competencies and

perspectives to garner the benefits of synergy

while promoting organisational unity through

sharing and collaborative efforts.

Speed

Responding to internal and external customers with

a sense of urgency. Continuously striving to finish

before deadlines and choosing the best rhythm to

optimise organisational efficiencies.

“Our values provide uswith our roots and theyprovide us with ourwings”

— Chairman, Kumar Mangalam Birla

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Consolidated Earnings

Note1 : In 2014-15, Exceptional loss of ` 13 Crore pertains to the divestment of Minacs, the IT-ITeS business, w.e.f. 9th May 2014. Exceptional

items in 2013-14 include loss of ` 19 Crore on impairment of goodwill relating to investments in the broking & wealth management

businesses and gain of ` 24 Crore on the divestment of the Carbon Black business

2014-152013-142012-13

Revenue (USD 4.4 billion)

26,516 25,490 25,892

(` Crore)

2%

2014-152013-142012-13

Net Profit (USD 236 million)

1,059

1,416

1,143

(` Crore)

24%

EBITDA (USD 966 million)

4,137

4,927

(` Crore)

2014-152013-142012-13

5,798

18%

Sound earnings growthThe Company posted a strong growth in earnings

during 2014-15. Most of the businesses are

competitively well placed and are contributing to

the earnings growth.

• Posted consolidated revenue at ` 26,516

Crore (2% � y-o-y) and consolidated EBITDA

at ` 5,798 Crore (18% � y-o-y). On a like-to-

Consolidated Profit and Loss Account (` Crore)

2013-14 2014-15

Revenue 25,892 26,516EBITDA 4,927 5,798Less: Depreciation and Amortisation 1,609 1,703

Earnings Before Interest and Tax (EBIT) 3,318 4,095Less: Finance Costs related to NBFC 742 1,105

Less: Other Finance Costs 809 652

Earnings Before Tax and Exceptional Items 1,767 2,338Add: Exceptional Gain/(Loss)1 5 (13)

Earnings Before Tax 1,772 2,325Less: Tax Expenses 550 833

Less: Minority Interest and Share of (Profit)/Loss of associates 79 76

Consolidated Net Profit 1,143 1,416

like basis, i.e., excluding IT-ITeS business

which was divested w.e.f. 9th May 2014,

revenue and EBITDA growth was 14% and

25% respectively.

• Consolidated Net Profit surged year-on-year

by 24% to ` 1,416 Crore. Excluding IT-ITeS

business and before one-off items, like-to-like

growth in net profit was 39%.

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Consolidated Revenue - Segmental (` Crore)

2013-14 2014-15

Financial Services1 6,637 7,926

Fashion & Lifestyle2 4,759 5,450

Telecom3 6,669 7,467

IT-ITeS4 2,898 283

Divisions5 4,979 5,405

Inter-segment Elimination (50) (16)

Consolidated Revenue 25,892 26,516

Consolidated EBIT - Segmental (` Crore)

Segment EBIT as per Accounting Standard (“AS”)-17Segment EBIT as per Accounting Standard (“AS”)-17Segment EBIT as per Accounting Standard (“AS”)-17Segment EBIT as per Accounting Standard (“AS”)-17Segment EBIT as per Accounting Standard (“AS”)-17 2013-14 2014-15

Financial Services1 725 814

Fashion & Lifestyle2 199 261

Telecom3 952 1,305

IT-ITeS4 181 (16)

Divisions5 430 494

Segment EBIT as per AS - 17 2,487 2,857

Add: Unallocated Income / (Expenses) (Net) 19 78

Add: Finance Costs related to NBFC6 742 1,105

Add: Consolidated Interest Income (Excluding Interest Income of NBFC)6 70 55

Consolidated EBIT 3,318 4,095

Note1

: Financial Services include NBFC, Life Insurance, Asset Management, Housing Finance, Private Equity, Broking, Wealth Management,

Online Money Management & General Insurance Broking businesses. In accordance with AS-17 on ‘Segment Reporting’, finance cost of

NBFC business is reduced from Segment EBIT.

Note2

: Represents Branded Apparels & Accessories business (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Limited).

Note3

: Represents ABNL’s share in Idea Cellular’s earnings. Being a joint venture, Idea has been consolidated at ~25.3% till 10th June 2014, at

23.63% till 23rd July 2014 and at ~23.3% thereafter as per AS - 27.

Note4

: Divested w.e.f 9th May 2014

Note5

: Divisions include Jaya Shree, Agri, Rayon and Insulators.

Note6

: In accordance with AS-17 on ‘Segment Reporting’, finance cost of NBFC business is reduced from segment EBIT, hence, added back to

arrive at Consolidated EBIT. In accordance with AS-17, interest income (excluding interest income of NBFC business) is not included in

segment EBIT, hence, added back-to-arrive at Consolidated EBIT.

Consolidated revenue of ABNL grew year-on-year

to ` 26,516 Crore despite divestment of IT-ITeS

business w.e.f. 9th May 2014.

• Revenue of the Financial Services business

surged by 19% to ` 7,926 Crore led by the

NBFC and the Life Insurance businesses.

Revenue of NBFC business soared by 48%

to ` 1,776 Crore driven by 52% year-on-

year growth in its lending book. Revenue

of Life Insurance business grew by 12% to

` 5,267 Crore led by the group new

business and renewal premium growth.

Revenue of Asset Management business

increased by 19% to ` 596 Crore on the

back of growth in AUM.

• Fashion & Lifestyle business posted 15%

growth in revenue at ` 5,450 Crore. Led by

retail stores expansion and a 20% revenue

growth in wholesale channel, Madura’s total

revenue rose by 16% to ` 3,735 Crore.

Revenue of Pantaloons Fashion & Retail Ltd.

grew by 11% to ` 1,851 Crore. Retail stores

e x p a n s i o n a n d l i k e - t o - l i k e g r o w t h o f

5.5% contributed.

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• In the Telecom business, Idea Cellular

registered a 19% growth in the top-line at

` 31,527 Crore (ABNL’s share: ̀ 7,467 Crore).

A strong 16% rise in total minutes of use, more

than 100% growth in data volumes and a

3% higher average realisation per

minute contributed.

• The combined revenue of the divisions grew

by 9% to ` 5,405 Crore led by volume and

realisation growth in the linen and the

insulators businesses coupled with pass

through of rise in natural gas prices in the

Agri business.

Consolidated EBITDA rose by 18% from ` 4,927

Crore to ` 5,798 Crore. The Financial Services,

Telecom and Fashion & Lifestyle businesses were

the major contributors.

Consolidated depreciation grew by 6% to

` 1,703 Crore, largely in Idea Cellular and

Pantaloons. Idea’s depreciation was higher on

account of network expansion and reduction in

est imated useful l i fe of core network

equipments. Depreciation in Pantaloons was up

by 68% due to accelerated depreciation

charged on account of stores renovation and

planned stores closures.

Consolidated EBIT surged by 23% from ` 3,318

Crore to ` 4,095 Crore.

• Segment EBIT of Financial Services business

grew by 12% to ` 814 Crore driven by the

expansion of the lending book in the NBFC

business and AUM growth in the Asset

Management business.

• Fashion & Lifestyle business registered a 31%

rise in segment EBIT at ` 261 Crore. Madura

posted 26% growth in EBIT led by top-line

growth and margin expansion. Pantaloons

recorded 180 basis points expansion in

EBITDA margin, however, being in the

investment phase, it reported a loss at

segment EBIT level owing to accelerated

depreciation.

• In the Telecom business, segment EBIT

surged by 46% to ` 5,508 Crore (ABNL’s

share: ` 1,305 Crore) led by robust growth in

voice and data usage, scale benefits and cost

efficiency.

• Segment EBIT of Divisions, combined

together, rose by 15% to ` 494 Crore. The

linen segment of Jaya Shree Textiles posted

higher profitability led by expansion. At Indo-

Gulf, improved energy efficiency, higher fixed

cost reimbursement as per the Government

policy and increased sales of pesticides

augmented earnings. At Indian Rayon,

profitable growth in the VFY segment was

offset by lower Caustic Soda volumes owing

to maintenance shutdown in the power plant

and the softening of ECU realisation. At

Aditya Birla Insulators, higher volumes and

an increase in realisation, mainly to pass on

the rise in operating costs, contributed to the

earnings growth.

Finance costs related to the NBFC business

increased by 49% in line with the growth in the

NBFC lending book.

Other finance costs declined from ` 809 Crore to

` 652 Crore mainly due to divestment of the IT-

ITeS business.

In the previous year 2013-14, one-time interest cost

of ` 88 Crore [mainly relating to earlier years and

pertaining to compulsory convertible debentures

(‘CCDs’) issued by Minacs, the IT-ITeS Subsidiary,

in 2010] was charged to the Consolidated Profit &

Loss Account on account of the redemption of the

CCDs owing to the divestment of IT-ITeS business.

Tax expenses increased mainly on account of

improved profitability in the Telecom and the NBFC

businesses. In the previous year 2013-14, tax

expenses were net of ` 41 Crore tax credit

recognized pursuant to the divestment of the

Carbon Black business w.e.f. 1st April 2013.

ABNL’s consolidated Net Profit expanded by 24%

from ` 1,143 Crore to ` 1,416 Crore.

On a normalised basis, consolidated Net Profit

(excluding IT-ITeS business and before one-off

items) surged by 39%.

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Consolidated balance sheet

Net worth increased by ̀ 1,682 Crore to ̀ 12,871 Crore

mainly on account of profit earned during the year.

Total debt (excluding borrowings related to NBFC

and Housing Finance businesses) increased from

` 10,893 Crore to ` 11,299 Crore mainly due to

Pantaloons which raised debt during the year to

fund its losses, capex and working capital

requirements. Borrowings related to the NBFC and

Housing Finance businesses grew to ` 14,686

Crore in line with the growth in lending book.

Net fixed assets, Goodwill and Net Working Capital

are lower year-on-year owing to the divestment of

the IT-ITeS business.

Lending book of the NBFC and Housing Finance

businesses, combined together, has grown to

` 17,700 Crore. Housing Finance business, which

commenced its operations in October 2014, has a

lending book of ` 142 Crore as on 31st March 2015.

Cash Surplus and Current Investments are higher

on account of surplus funds with Idea Cellular.

Idea raised debt funds for payment of upfront

spectrum fee towards spectrum won in March

2015 auctions, however, major part of fee was

paid in April 2015.

A report on Business-wise performance and

outlook follows.

Consolidated Balance Sheet (` Crore)

March March2014 2015

Net Worth 11,189 12,871

Total Debt 10,893 11,299

NBFC Borrowings (including Housing Finance) 9,647 14,686

Minority Interest 778 802

Deferred Tax Liabilities (Net) 504 485

Capital EmployedCapital EmployedCapital EmployedCapital EmployedCapital Employed 33,012 40,142

Life Insurance Policyholders’ Funds

(Including Funds for Future Appropriation) 23,557 28,839

Total Funds Employed 56,569 68,981

Net Fixed Assets (including Capital Advances & CWIP) 13,045 12,342

Goodwill 4,982 3,973

Long term Investments 410 408

Life Insurance Investments 24,764 30,147

Policyholders’ Investments 23,435 28,595

Shareholders’ Investments 1,329 1,552

NBFC Lending Book (including Housing Finance) 11,550 17,700

Net Working Capital 730 165

Cash Surplus & Current Investments1 1,089 4,246

Total Funds Utilised 56,569 68,981

Book Value per Equity Share (`) 860 989

Net Debt2/EBITDA (x) 2.3 1.5

Net Debt2/Equity (x) 0.9 0.5

Note1: Include cash, cheques in hand, remittances in transit, balances with banks, fertilisers bonds and current investments.

Note2: Total Debt (excluding NBFC borrowings) less Cash Surplus & Current Investments.

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FINANCIAL SERVICES

Sector Overview

India has a diversified financial services sector,

which is undergoing rapid expansion. The sector

comprises commercial banks, insurance

companies, non-banking financial companies, co-

operatives, pension funds, mutual funds and other

smaller financial entities. The financial sector in

India is predominantly a banking sector with

commercial banks accounting for more than 60%

of the total assets held by the financial system.

India’s services sector has always served the

country’s economy well, accounting for about 57%

of the gross domestic product (GDP).

At close to 30%, India has the 2nd highest savings

rate as percentage of GDP among the top 10

largest economies in the world (Source: World

Bank). However, over 95% per cent of household

savings are invested in bank deposits and only

5% in other financial asset classes. Innovative and

customised products are expected to shift bank

deposits to these asset classes. Two-thirds of

India’s population lives in rural areas where

financial services have made few inroads so far.

Rural India, however, has seen steady rise in

incomes creating an increasingly significant market

for financial services. The Government of India has

introduced reforms to liberalise, regulate and

enhance the financial services sector. Financial

inclusion drive from RBI has expanded the target

market to semi-urban and rural areas. Credit,

insurance and investment penetration is rising in

rural areas. Jan Dhan Yojana launched by Prime

Minister will be helpful in increasing the penetration

of financial services in country. Besides this,

favourable demographics viz., a large and

growing youth population, an expanding middle

class and rising per capita income, signal robust

long term growth prospects for India’s financial

services sector.

Aditya Birla Financial Services (ABFS)

In line with its vision, “To be a leader and role model

in a broad based and integrated financial services

business”, Aditya Birla Financial Services has

transformed itself into a significant non-bank

financial services player in India. ABFS has built a

diversified portfolio with 10 lines of businesses

including the planned foray in the health insurance

business. ABFS, through its wide ranging bouquet

of financial products and services, caters to the

life assurance, investment, savings and financing

needs of its customers across their lifecycles.

● 1991 ● 1994 ● 1999 ● 2001● 2005

● 2008

● 2010-11

● 2011-12

● 2014

● 2015

● Foray in Housing Finance business

● Acquired mutual fund schemes & portfolioaccounts from ING Investment Management

● IFC became strategic financial investor inMyUniverse

● Signed MoU with MMI Holdings Ltd. to enterhealth insurance business in India

● Consolidation offinancial servicesbusiness underAditya Birla Nuvo

● Acquisition ofAlliance mutual fund

● Foray in MutualFund business

● Acquisition ofschemes of Applemutual fund

● Foray in theNBFC business

● Foray in Life Insurancebusiness through JVwith Sun Life, Canada

● Launched India’s#1 online moneymanagement portal“MyUniverse”

● Entered retailbroking businessthrough acquisitionof Apollo Sindhoori

● Diversified with 10 linesof business

● AUM at USD 27.5 billion

● Lending book reachesUSD 3 billion

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● Launched PrivateEquity Fund

Aditya Birla Financial Services: Progressing as envisioned

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ABFS ranks among the top 5 fund managers in

India, excluding LIC, having USD 27.5 billion

worth of funds under management. It ranks among

the top 6 private life insurers in India in terms of

AUM and new business market share. Its Asset

Management business is the 4th largest player in

the country. It is a large player in the NBFC space

having lending book of about USD 3 billion and

growing at a fast pace. Anchored by about 11,000

employees and trusted by more than 6 million

customers, ABFS has a nation-wide reach through

more than 1,350 points of presence and

over140,000 agents / channel partners.

In fiscal 2014-15, the funds under management of

ABFS surged by 35% to ` 164,940 Crore. Its

consolidated revenue rose by 19% to ̀ 7,926 Crore

led by the NBFC and the Life Insurance

businesses. Earnings before tax soared by 17%

from ̀ 727 Crore to ̀ 849 Crore driven by the NBFC

and the Asset Management businesses.

To fortify its market positioning and augment its

portfolio, ABFS is entering into strategic

partnerships, strengthening its existing businesses

and investing in new lines of businesses. Major

initiatives taken during 2014-15 are listed below:

• Foray into Housing Finance business in

October 2014.

• Acquisition of mutual fund schemes and

portfolio accounts from ING Investment

Management in September 2014.

• IFC became strategic financial investor in

MyUniverse in December 2014.

• Signed MoU with MMI Holdings Ltd. (a leading

South African insurance-based financial

services group) in October 2014 to enter into

the health insurance and wellness business

in India.

Backed by a large customer base, strong

parentage brand equity, a talented human

resource pool, proven track record of product

innovation, an integrated business operations

model, customer centric approach and superior

investment performance, Aditya Birla Financial

Services is set to tap the huge growth opportunity

offered by the highly under-penetrated Indian

financial services sector.

(` Crore)

Aditya Birla Financial Services1 2013-14 2014-15

Revenue

Aditya Birla Finance (NBFC) 1,201 1,776

Birla Sun Life Insurance 4,702 5,267

Birla Sun Life Asset Management 502 596

Aditya Birla Insurance Brokers 82 73

Aditya Birla Money (Broking) 75 119

Aditya Birla Money Mart (Wealth Management) 66 86

Aditya Birla Capital Advisors (Private Equity) 23 21

Others / (Elimination) (14) (13)

Total Revenue 6,637 7,926

EBITDA2 799 911

Earnings Before Tax 727 849

Net Profit 584 638

Note 1 : Above financials include full financial figures of partly owned subsidiaries, viz., Life Insurance, Asset Management, Broking and General

Insurance Advisory.

Note 2 : Finance cost of NBFC business, being an operating expense as per AS-17, is deducted from EBITDA.

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NBFC (Aditya Birla Finance Limited)

Industry Overview

Non-Banking Financial Companies (NBFC) have

evolved as an important segment of the Indian

financial system. The role of NBFCs as effective

financial intermediaries has been well recognized

owing to inherent ability to take quicker decisions,

provide customised products and better services

according to the needs of the clients. The share of

NBFCs has steadily grown from 10.7% of banking

assets in 2009 to 14.3% in 2014, thus gaining

systemic importance. On the assets side, the share

of NBFCs’ assets as a proportion of GDP at current

market prices has increased steadily from 8.4% in

2006 to 12.5% in 2013.

Due to subdued economic environment, the last two

years have been challenging for the NBFC sector

with moderation in rate of asset growth and rising

delinquencies resulting in higher provisioning,

thereby impacting profitability. During the year, the

Reserve Bank of India (RBI) has tightened rules for

NBFCs, by raising capital adequacy requirement

and net owned fund limit, among other regulatory

changes.

In a major positive development for the industry,

NBFC with the assets of ` 500 Crore and above

have been allowed to use the Securitisation and

Reconstruction of Financial Assets and

Enforcement of Security Interest Act, 2002

(SARFAESI) to recover their NPAs without court

intervention. SARFAESI would go a long way

towards creating a level playing field for NBFCs.

Reduction in lending rate by RBI will also be helpful

for the industry.

Performance Review

Aditya Birla Finance Limited (ABFL) is one of India’s

pioneers and most reputed NBFCs. ABFL offers

specialized solutions in areas of Mortgages,

Corporate Finance, Capital Market, Infrastructure

Finance and Debt Syndication.

The lending book of ABFL grew year-on-year by

52% to reach USD 3 billion (` 17,550 Crore) mark

as on 31st March 2015. The Mortgages and

Infrastructure segments were the largest

contributors to the growth, followed by Corporate

Finance and Capital market segments.

Mortgages book crossed ` 5,000 Crore,

attaining a growth of 71% over the previous year.

Lending book in Infrastructure Finance, Corporate

finance and Capital market segments surged by

59%, 48% and 30% respectively to cross

` 4,000 Crore each.

ABFL has built a well diversified portfolio for

sustainable growth. The loan book has

expanded at a robust CAGR of 75% over past

4 years. Revenue has grown by 74%, Net Profit

by 64% and Net Worth by 51% during

this period.

March 2015March 2014March 2013March 2012March 2011

~17,550

Aditya Birla Finance : Book Size(` Crore)

~1,850

~3,425

~8,000

~11,550

CAGR 75%

Break-up of Lending book as on 31st March 2015

Mortgages29%

InfraFinancing

23%

CorporateFinance

23% Capital Market24%

Others1%

(` Crore)

Aditya Birla Finance 2013-14 2014-15

Revenue 1,201 1,776

Earnings before Tax 251 411

Net Profit 166 271

Net Worth 1,769 2,585

Borrowings 9,647 14,594

Leverage (times) 5.5 5.6

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The sound growth in loan book has been

accompanied by strong credit appraisal and risk

management practices. As on 31st March 2015,

ABFL had a healthy loan book with Gross NPA

(Non-Performing Asset) ratio of 0.90% (Previous

Year: 1.29%) and Net NPA ratio of 0.32% (Previous

Year: 0.58%). NPA provisioning norms at ABFL are

more stringent than RBI norms for NBFCs.

As on 31st March 2015, provision made by ABFL

in excess of RBI norms was ` 49 Crore.

The Mortgages book comprises of loan against

property (43%), lease rental discounting (34%),

construction finance (16%) and commercial

purchases (7%). Commenced in 2011, it has

become the largest component of ABFL’s loan book.

Almost 100% of the loan book is secured with Nil

NPA. ABFL is focusing on expanding its retail

footprint to support future growth in this segment.

Currently 30% of mortgage loan book is retail.

The Capital Market book comprises of Promoter

Funding (35%), Loan against Bonds (11%), Broker

Funding (21%) and Retail Lending (33%).

Securities based lending market size has doubled

in 4 years. ABFL has improved its market ranking

in this segment from #6 in 2011 to #1 in 2014 and

has doubled its market share during this period.

Corporate Finance solutions cater to the needs of

SME’s, mid and large corporates through Term

Loans (51%), Working Capital Demand Loans

(23%), Vendor Financing (22%) and Bill

Discounting (4%). The number of accounts in this

segment has grown more than 4 times over the

past four years.

Infrastructure Finance provides project and

structured funding to infrastructure and other

emerging sectors. Commenced in 2011, the

lending book in this segment has grown multi-fold

into a well diversified portfolio across products and

sectors; with project finance and corporate loans

accounting for 50% and 28% of the segment loan

book respectively.

During 2014-15, revenue of ABFL soared by 48%

from ` 1,201 Crore to ` 1,776 Crore, driven by

strong growth in the lending book and fee based

income. Its earnings before tax rose by 63% from

` 251 Crore to ̀ 411 Crore. Growth in lending book

and improved opex ratio contributed. Net profit

surged by 63% from ` 166 Crore to ` 271 Crore.

Return on average Equity expanded by 150 basis

points to 14.6% and Return on average Assets

enhanced by 15 basis points to 2%.

ABFL : Key business Metrics

Opex to Net Interest Income (%)

39%

35%36%

31% 29%

2010-11 2011-12 2012-13 2013-14 2014-15

Return on average Assets (ROA)(%)

2.11%2.19%

1.92%1.85%

2.00%

2010-11 2011-12 2012-13 2013-14 2014-15

Return on average Equity (ROAE)(%)

10.2%11.4%

14.3%13.1%

14.6%

2010-11 2011-12 2012-13 2013-14 2014-15

1.16% 1.23% 1.29%

0.90%

0.84% 0.83%

0.58%

0.32%

Gross NPA Net NPA

2011-12 2012-13 2013-14 2014-15

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With a focus on retail footprint expansion, ABFL

has expanded its branch network from 18 cities to

21 cities. ABFL is targeting to expand its reach to

30 cities in next two years and deepen its

penetration in current and new geographies with

multi- locations. To create greater brand

awareness, the business is planning balanced mix

of tactical and above the line marketing.

ABFL received a capital infusion of ` 545 Crore

during the year (Previous Year: ` 525 Crore). This

supported the growth while keeping leverage at

optimum levels. Its net worth expanded year-on-

year by 46% from ` 1,769 Crore to ` 2,585 Crore

led by capital infusion and internal accruals. The

business is growing at a good pace and will require

further capital for future growth.

ABFL’s borrowing profile continues to remain

healthy with 73% of total borrowings being long

term. During the year, the long term debt rating

was upgraded to AA+. Its short term debt

programme carries highest A1+ rating.

Housing Finance (Aditya Birla Housing FinanceLimited)

Industry Overview

The housing finance market has crossed ` 10

trillion mark, as of 31st December 2014. Banking

sector accounts for 63% of the housing finance

loan book and the balance 37% is contributed by

housing finance companies (HFCs) and non-

banking financial companies (NBFCs). While the

non-banking housing finance space continues to

be dominated by HDFC, there has been an

emergence of new entrants in the niche

segments like affordable housing and self-

employed segment.

Performance Review

To expand its presence in the retail housing finance

segment, ABFS forayed into Housing Finance

business through a wholly owned subsidiary Aditya

Birla Housing Finance Limited (ABHFL), which

commenced operations in October 2014.

A sum of ` 40 Crore was infused during the year

to fund the growth capital requirement.

ABHFL’s lending book as on 31st March 2015

was ` 142 Crore with 109 customers on board.

Having footprint across 15 cities currently,

ABHFL plans to extend its presence to 30 cities

by next year.

ABHFL has invested significantly in setting up key

systems and processes for loan origination till on-

boarding and servicing.

It also understands the importance of digital

presence in this highly competitive market. An

online customer acquisition platform has been

setup to cater to this need.

Outlook

Domestic credit provided by the financial sector

as a percentage of GDP in India at 75% is very

low compared to 170% to 375% in large

economies like China, United Kingdom, Hong

Kong, United States and Japan. This is lower

compared to even few emerging markets like

Brazil and Indonesia. (Source: The World Bank).

Backed by the lower credit penetration and huge

capital formation requirement of the country, the

long term outlook for the NBFC sector remains

attractive.

The sector is expected to benefit from lowering of

interest rates, growing capital markets,

infrastructure and affordable housing focus of the

government and projects like ‘Make in India’ and

‘Digital India’.

An investment to the tune of USD 2 trillion is

expected in the housing sector over the next

decade, to achieve the Government’s vision of

“Housing for All by 2022” and “Development of

100 smart cities”.

ABFL aims at scaling up its book size in the existing

segments and through an extension of its portfolio,

while keeping risk under control. The strong parent

brand and an experienced team, that has seen

more than two decades of business cycles, will

help ABFL progress towards its goal.

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Life Insurance (Birla Sun Life InsuranceCompany Limited)

Industry Overview

The Indian Life insurance industry currently

comprises 23 private life insurers and one

public sector life insurer – LIC. The top 7 out of 23

private players contributed to 75.4% of the

private sector’s total new business premium1

in 2014-15.

In 2014-15, the life insurance industry’s new

business premium1 declined by 9% to ` 53,593

Crore. While LIC declined by 24%, private sector

players grew by 16%. Consequently, the share of

private players in total new business increased

significantly from 37% to 47%. In terms of Individual

Life new business1, private life insurers grew by

16%, while LIC declined by 26%. (Source: IRDAI,

www.irda.gov.in).

The private sector’s new business growth was

mainly driven by players having large private banks

as bancassurance partners. Other factors leading

to private sector growth were improvement in the

economic environment leading to revival of

appetite for savings in financial products, shift in

product mix towards ULIPs leading to higher

premium per policy, focus on productivity of sales

force, increasing penetration of digital channels.

However, the private sector continued to show

decline in customer acquisition and growth in new

business premium was largely driven through

higher average premium per policy.

(((((` Crore) Crore) Crore) Crore) Crore)

Birla Sun Life Insurance 2013-14 2014-15

Individual First Year Premium 879 761

Group First Year Premium 818 1,177

First Year Premium 1,697 1,938

Renewal Premium 3,136 3,295

Premium Income (Gross) 4,833 5,233

Less: Reinsurance Ceded and Service Tax (307) (267)

Premium Income (Net) 4,526 4,966

Other Operating Income 176 301

Revenue 4,702 5,267


Net Profit 371 285

Assets Under Management (“AUM”) 24,775 30,185

Net Worth 1,257 1,542

March 2011 March 2012 March 2013 March 2014 March 2015

NonEquity

Equity

21,11022,929

24,775

19,760

30,185

38%

62%

Birla Sun Life Insurance: Healthy Growth in AUM(` Crore)

47% 45% 41% 42%3,597 3959

3380 3136 3295

2,0801926

18371697

1938

2010-11 2011-12 2012-13 2013-14 2014-15

New BusinessPremium

Renewal Premium

5,677 5,885

5,2164,833

5,233

Birla Sun Life Insurance: Premium Income(` Crore)

Note1: Weighted new business premium = 100% of regular first year premium + 10% of single premium (Source: IRDAI, www.irda.gov.in)

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In a major positive development for the insurance

industry, the Government of India has increased

FDI limit in the insurance sector from 26% to 49%.

This is expected to strengthen the financial

standing of the industry and help in bringing foreign

capital and global best-practices.

Performance Review

Birla Sun Life Insurance (“BSLI”) ranks 6th among

private players with 7.6% market share in terms of

new business premium1 for 2014-15 [Source: IRDAI,

www.irda.gov.in]. As of 31st March 2015, BSLI’s

nationwide reach encompassed 488 branches, an

agency force of over 90,000 empanelled agents,

tie-ups with around 150 non-bank corporate agents

and brokers and 4 bancassurance partners.

BSLI recorded gross premium income at ` 5,233

Crore, registering a growth of 8% over previous year.

New business premium income was up by 14% at

` 1,938 Crore. While new business premium income

from Group segment surged by 44%, individual life

segment declined by 13%. Renewal premium at

` 3,295 Crore grew year-on-year by 5%.

Net Profit decreased from ` 371 Crore to ` 285

Crore primarily due to decline in the individual new

business and lower in-force book.

BSLI continued to be # 1 amongst private players in

terms of Group new business premium1 with 23%

market share up from 18% share in the previous year.

Assets under Management increased by 22% to

` 30,185 Crore. Equity and non-equity assets

contributed to 38% and 62% of the total AUM

respectively. BSLI continued to deliver superior

investment returns to its policyholders, consistently

beating benchmarks.

BSLI has been focusing on disciplined expense

management as a result of which other expenses

and overheads reduced year-on-year by 5%. The

Opex to Gross Premium ratio at 16.6% in 2014-15

has reduced year-on-year by 240 basis points.

BSLI has taken number of initiatives for customer

retention and for managing underwriting and

claims effectively. The conservation ratio of the

individual life segment improved from 70% to 82%.

Surrenders as a percentage of average AUM

reduced year-on-year by 165 basis points.

No capital infusion has been required since past

five years as the business is generating adequate

internal accruals to fund its requirements. BSLI

distributed final dividend of ` 70 Crore for fiscal

2013-14 @ 3.7% of paid up share capital. ABNL

received ` 52 Crore for its 74% shareholding.

BSLI has a balanced mix of ULIP, Non Par

Traditional and Par Traditional Products to meet

multiple customer needs across different

segments. During the year under review, BSLI

launched several new products to complete its

product suite and capture new customer

segments. Share of traditional non-ULIP products

in individual new business sales grew from 60%

to 62%. Within non-ULIPs, share of participating

products grew from 31% to 42%.

BSLI continues to follow a multi-channel strategy

for its Individual Life Business. While the Agency

channel continues to hold the major share, the

other channels like Banacassurance, Corporate

Agents & Brokers and Direct Marketing contributed

more than 30% of Individual Life sales in 2014-15.

BSLI continues to review its portfolio of distribution

partners on an ongoing basis to drive long term

quality business.

Outlook

Life Insurance density in 2014 measured in terms

of premium per capita is meagre USD 44 in India

compared to global average of USD 368. Besides

huge under-penetration levels, India has several

structural advantages in terms of favourable

demographics and high rate of financial savings

which signals bright prospects for the life insurance

industry in the long run.

Greater certainty of regulations, improving macro-

economic environment, increasing product

offerings and evolving distribution channels

will help to enhance growth and profitability of

the industry.

Birla Sun Life Insurance has identified the following

key areas to strengthen its competitive and

financial position going forward.

• Strengthening of distribution channels and

improving productivity.

• Gaining market share through quality sales

and maintaining leadership in Group business.

• Enhancing profitability with focus on balanced

product and channel mix and efficient

expense management.

• Thrust on quality of business and customer

service including persistency, investment

returns and claims management.

Note1: Weighted new business premium = 100% of regular first year premium + 10% of single premium (Source: IRDAI, www.irda.gov.in)

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Asset Management (Birla Sun Life AssetManagement Company Limited)

Industry Overview

The Indian mutual fund industry comprises 43

asset management companies. The top 10 asset

management companies continued their

dominance, capturing 79% of the industry’s

domestic average AUM (AAUM1). The AAUM1 of

mutual fund industry grew year-on-year by 31% to

reach its highest ever ̀ 1,195,000 Crore (USD 199

billion) mark. The growth was largely driven by

equity assets which grew by 89% to USD 62 billion.

Debt assets grew by 16% to USD 88 billion and

Liquid assets by 13% to USD 47 billion. Share of

equity AAUM in industry’s AAUM surged from 22%

to 32%. [Source: Association of Mutual Funds in

India (“AMFI”), www.amfiindia.com].

Performance Review

Birla Sun Life Asset Management Company

(“BSAMC”) completed 20 years of its journey towards

offering wealth creation solutions to its customers.

During the year, BSAMC outperformed the industry

and registered 35% year-on-year growth in domestic

AAUM1 – third highest among the top 10 players.

BSAMC maintained its market positioning in India

as the 4th largest asset management company,

touching its highest ever market share at 10.09%

up from 9.85% a year ago.

Total AAUM1 of BSAMC, including domestic

assets, offshore AUM, real estate fund and PMS

AUM, surged year-on-year by 39% to reach

` 133,634 Crore (USD 22.3 billion). Equity and

offshore assets more than doubled year-on-year

to USD 4.3 billion and USD 2 billion respectively.

BSAMC is consistently gaining market share in

industry’s equity assets as well. It ranks # 5 in the

industry in terms of equity AAUM with equity market

share rising from 5.78% to 6.92%.

Besides scaling up its equity and offshore assets,

BSAMC is also focusing on expanding its retail

investor base. Monthly SIP book size expanded

year-on-year by 84%.

Note1: Average AUM for the quarter ended 31st March of the respective year.

(` Crore)

Birla Sun Life Asset Management 2013-14 2014-15

Average Assets under Management1

Equity 11,550 25,904

Debt and Liquid 77,586 94,128

Domestic 89,136 120,032Offshore 5,921 12,006

Real Estate Onshore Fund 1,061 999

PMS 312 597

Total 96,429 133,634

Revenue 502 596


Net Profit 95 123

Net Worth 453 576

Source: AMFI www.amfiindia.com

Market Share in terms of quarterly average AUM (Q4 FY 2014-15)

Birla Sun Life10.1%

SBI6.3%

UTI7.8%

Franklin5.9%

Kotak3.5%

IDFC4.4%

DSP3.2%

ICICI12.5%

Reliance11.5%

HDFC13.6%

Others21.2%

77%

23%

Q4 FY10-11 Q4 FY11-12 Q4 FY12-13 Q4 FY13-14 Q4 FY14-15

Equity

Non-Equity

67,66866,082

83,45196,429

133,634

Growth in BSAMC’s Total AAUM(` Crore)

1

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In October 2014, BSAMC acquired the mutual fund

schemes and portfolio accounts from ING

Investment Management. This acquisition added

` 659 Crore to its mutual fund assets and ` 172

Crore to the PMS assets.

Led by strong growth in assets under

management, BSAMC posted sound earnings

growth. Revenue grew by 19% to ` 596 Crore.

Earnings before tax rose by 29% to ` 182 Crore.

Net profit surged by 30% to ` 123 Crore.

BSAMC is serving its large investor base through

a strong distribution network of 109 branches and

over 41,000 financial advisors.

The fund performance of BSAMC remained strong

across the asset classes. As an acknowledgement

of its investment performance, following awards

and recognitions were conferred on BSAMC at

various forums:

• ‘Asset Management House of the Year’ by

Money Today - FPCIL Awards 2015.

• ‘Best Fund House – Debt’ by Morningstar

Awards 2015

• Birla Sun Life MNC fund won ‘Best Small/Mid

Cap Equity Fund’ – Morningstar 2014

Outlook

Despite the renewed interest from retail investors,

mutual fund penetration in India is abysmally

low at 7-8% of GDP compared to the global

average of 37%. In urban India, just 9% of the

households invest in mutual funds. This under-

penetration signifies a huge growth opportunity for

the mutual fund industry.

With a focus on profitable growth, BSAMC will

continue to augment relationships across channels

besides launching innovative products, optimising

costs, building a strong retail customer franchise

and enhancing brand loyalty through consistent

returns as well as superior customer service.

General Insurance Advisory (Aditya BirlaInsurance Brokers Limited)

Industry Overview

Gross premium underwritten by the non-life

insurers in India has grown by 9% from USD 12.9

billion (` 77,525 Crore) to USD 14.1 billion (` 84,802

Crore) (Source: GIC Council). Motor Insurance,

Health Insurance and Fire Insurance remained the

top 3 contributors to the industry premium with

around 44%, 27% and 10% share.

Performance Review

Aditya Birla Insurance Brokers Ltd. (“ABIBL”) is one

of the leading general insurance brokers in India.

Outperforming the industry average, ABIBL’s

premium placement surged by 26% from ` 898

Crore to ` 1,132 Crore driven by 31%, 23% and

14% growth in Motor, Fire and Health Insurance

Segments. Its market share in non-life industry

premium enhanced from 1.16% to 1.33%.

In line with growth in its premium placement,

ABIBL’s earnings before tax rose by 26% to ` 27

Crore and net profit surged by 26% to ` 18 Crore.

Outlook

Non-Life Insurance density in 2014 measured in

terms of premium per capita is meagre USD 11 in

India compared to global average of USD 294.

The low general insurance penetration in India is

likely to boost growth of general insurance industry.

ABIBL will focus on reaching a larger customer

base in a cost-effective way to grow the business.

Private Equity (Aditya Birla Private Equity)

Industry Overview

The Private Equity (“PE”) industry after being lack-

lustre for a couple of years showed renewed

interest in Calendar year (CY) 2014. After plunging

to a four year low of USD 7.4 billion in 2013, PE

investments in India (excluding real estate

investments) bounced back in CY 2014 to touch

USD 10.9 billion (across 436 deals), registering a

year-on-year growth of 47%. The PE investments

in CY 2014 are the second highest ever

investments during any calendar year, behind only

CY 2007. The surge was led by the e-commerce

sector, which mopped up USD 4.1 billion or 38%

share in total PE investments in CY 2014,

compared to 11% in CY 2013. [Source: Venture

Intelligence].

Performance Review

Aditya Birla Private Equity (ABPE) is managing

` 1,121 Crore of net corpus under two sector-

agnostic funds, i.e. Aditya Birla Private Equity –

Fund I (providing growth capital to the established

companies across sectors) and Aditya Birla Private

Equity – Sunrise Fund (providing growth capital to

emerging companies in sunrise sectors).

ABPE-Fund I, is managing ` 831 Crore of net

corpus and has deployed 99% of its deployable

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corpus in Anupam Industries, Bombay Stock

Exchange, Credit Analysis and Research Ltd., GEI

Industrial Systems, Alphion India Pvt. Ltd., Trimax

IT Infrastructure & Services Ltd., Ratnakar Bank

Ltd., Coffee Day Resorts Pvt. Ltd., City Union Bank

Ltd., Indian Energy Exchange Ltd., CIBIL and

Monte Carlo Fashions Ltd.

ABPE-Sunrise Fund, is managing ` 291 Crore of

net corpus and has deployed 69% of its deployable

corpus in SMS Paryavaran Ltd., Olive Bar and

Kitchen Pvt. Ltd., Tree House Education and

Accessories Ltd., Wonderla Holidays Ltd., City

Union Bank, Manpasand Beverages Pvt. Ltd. and

Monte Carlo Fashions Ltd.

Aditya Birla Capital Advisors Private Limited

(“ABCAP”) provides investment management and

advisory services to Aditya Birla Private Equity

Trust, a venture capital fund registered with SEBI.

During 2014-15, ABCAP reported revenue of ` 21

Crore and posted net profit of ` 4 Crore.

Outlook

According to a study by Venture Intelligence, a

leading research firm focused on Private Equity

and Merger and Acquisition activities in India, PE

and Venture Capital backed companies are

growing significantly faster compared to non-

backed peers as well as market indices. PE

backed funds have been observed to deliver much

higher rates of revenue and operating profit

growth in the years immediately following the

funding compared to the non-backed peers.

This underscores the importance and growth

potential of PE industry in India.

Backed by its strong investment management

team and salient parentage brand, Aditya Birla

Private Equity is well positioned to tap the

opportunity offered by the private equity space.

Broking (Aditya Birla Money Limited)

Industry Overview

The equity markets saw a significant surge in

2014-15, posting the highest year-on-year growth

in equity market volume during past five years.

Growth was observed across investor classes and

product mix. Total equity market volumes rose

year-on-year by 49%. Retail participation in total

equity market volumes increased from 38% to 39%.

In the cash equity segment, retail participation has

moved up from 46% to 50%.

The product mix in equities market continued to

favour the low yielding derivative segment. The

share of derivatives in fiscal 2014-15 stood at

around 91%. The daily cash volumes grew by 59%

to ` 21,343 Crore, while the daily derivatives

volumes grew by 48% to ̀ 229,077 Crore. The daily

volumes in the cash segment stood at merely 9%

of the total market volumes. This continuing trend

also indicates speculative activities taking

precedence over investment led activities in the

capital market. The structural shift (from high yield

cash delivery to low yield derivatives market) has

resulted in prolonged earnings pressure on the

broking industry.

Performance Review

Aditya Birla Money Ltd. (ABML) continued to focus

on the retail investor segment, cost reduction and

improving market share. Its market share grew from

1.37% to 2.48% in retail equity F&O segment, from

0.54% to 0.64% in the commodity broking segment

and from 0.29% to 0.50% in the currency segment.

However, in the retail cash equity segment, market

share of ABML declined from 1.43% to 1.34%.

Average daily brokerage of ABML surged year-

on-year by 67%, thereby, driving earnings growth.

Revenue of ABML rose by 58% to ` 119 Crore.

ABML posted net profit of ` 6 Crore vis-à-vis net

loss of ` 12 Crore reported last year.

Outlook

India is on the cusp of a structural bull market after

a prolonged slowdown of three years. With the

foundations for an economic recovery viz., lower

commodity prices, reform oriented government,

low inflation and low interest rates, in place,

participation in the financial markets is likely to

increase. Moreover, given the focus of the

government in shifting savings into productive

financial assets rather than unproductive physical

assets, the equity broking industry is set for

increased volumes in the coming years.

ABML’s thrust is on increasing its market share

by creating product and service differentiators

across all the segments. ABML will continue

to focus on technology (internet trading), driving

client acquisition, increasing its business partner

network, and providing efficient trading tools and

value added research advice to its clients.

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Wealth Management (Aditya Birla Money MartLimited)

Industry Overview

While there are a few large wealth management

players in India; the mutual fund distribution

industry is very fragmented. Advisory asset

management and tax planning has one of the

highest demand among wealth management

services by High Net Worth Individuals (HNIs),

followed by financial planning. Direct plans for

investment in mutual funds introduced last year

continued to impact assets under advisory across

the industry during 2014-15.

Performance Review

Aditya Birla Money Mart Limited (ABMM) is one

of the largest corporate distributors in terms of

assets under advisory. The Assets under

Advisory (AUA) of ABMM stood at ` 9,000 Crore

in March 2015. Average equity assets under

advisory expanded year-on-year by 34%. In line

with the increase in AUA, revenue of ABMM grew

year-on-year by 30% from ` 66 Crore to ` 86

Crore. It posted a net profit of ` 5 Crore against

a net loss of ` 6 Crore last year.

Outlook

The capping of upfront commission at 1% on

distribution of mutual funds w.e.f. 1st April 2015

will be a dampener in the short run. However, the

long term outlook for the financial products and

services distribution sector remains strong. HNIs

population in India is expected to double and total

holdings by HNIs is estimated to reach USD 3

trillion by 2020. This coupled with increasing

preference towards financial investment with the

help of professional advisors presents a

considerable growth opportunity for the wealth

management players.

ABMM’s thrust will be on asset growth and quality

customer addition by providing value added wealth

management solutions to its client through product

innovation and technology support.

Online Money Management (MyUniverse)

Within three years of its launch in June 2012, Aditya

Birla Money MyUniverse has become India’s

largest online personal finance management portal

enjoying the trust of over 1.5 million registered

users and is helping customers manage more than

` 15,400 Crore on its platform.

MyUniverse is an innovative and unique brand

agnostic online money management portal that

enables customers to aggregate their various

financial relationships in a highly secured

environment.

It provides customised and automated advice

based on the financial management and helps

customer managing all the four aspects of money

i.e., income, expense, asset and liability, in a

holistic manner.

MyUniverse has several industry firsts to its credit:

• Personal Financial Management player with

mobile apps on both Android and iOS

platforms,

• State-of-the-art ‘Learning Centre’, which hosts

numerous articles on financial education and

investment management, and

• Paperless Investing

This unique digital platform has earned the title of

‘Product of the Year 2012’ and ‘Finnoviti 2012’ for

path-breaking innovation in financial services.

Continuing its trend of innovation in offerings,

MyUniverse has launched ZipSip in 2015 – the

smarter, easier and quicker way of doing SIP.

In December 2014, International Finance

Corporation (IFC) became a strategic financial

investor in MyUniverse.

Besides providing long term capital to the venture,

partnership with IFC can also help MyUniverse to

connect with financial markets as well as global

level clients to evaluate further expansion of

business opportunity.

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Fashion & Lifestyle (Branded Apparels &Accessories)

ABNL’s Fashion & Lifestyle business is the largest

branded apparel player in India, selling two

branded apparels every second. It comprises of

Madura Fashion (A division of ABNL), Madura

Garments Lifestyle Retail Company Ltd. (A

subsidiary of ABNL) and Pantaloons Fashion &

Retail Ltd. (A listed subsidiary of ABNL).

Trusted by a large 10.8 million loyalty customers’

base, it has the largest retail presence in the

Fashion space through 1,869 exclusive brand

outlets / stores spanning 4.8 million square feet.

It has a bouquet of market leading brands across

entire spectrum of Fashion space and includes

product lines that range from affordable and mass-

market to luxurious, high-end style and cater to

every age group, from children and youth to men

and women.

It reported a combined turnover of ` 5,450 Crore

in 2014-15, registering a 15% year-on-year growth.

Its EBITDA at ` 532 Crore surged by 32%.

Journey of the Fashion & Lifestyle business of

ABNL can be summed up in three phases:

Entry Phase (2000 – 2006):

ABNL (erstwhile Indian Rayon & Industries Ltd.)

acquired Madura, the readymade garments

division of Madura Coats Limited, a subsidiary

of Coats Viyella PLC, UK. Post acquisition, the

business transitioned from a wholesale player

to a retail player and started expanding its retail

channel through opening up of exclusive brand

outlets. Led by the retail expansion and

popularity of its brands viz., Louis Philippe, Van

Heusen, Allen Solly and Peter England, Madura

became the leading branded menswear player

in India.

Expansion and Growth Phase (2007– 2013):

To fill the gaps in its branded offerings, Madura

augmented its portfolio through organic and

inorganic route. In 2007, it launched ‘The Collective’

– India’s first luxury lifestyle concept store, through

Madura Garments Lifestyle Retail Co. Ltd.

(“MGLRCL”), a subsidiary of ABNL. It retails super

premium and luxury international brands like

Armani Collezioni, Hugo Boss, Versace Collection

and many more under one roof. Madura also

launched ‘People’ – a family store offering

international and fusion styles for men, women and

kids. It has also launched British men’s luxury

clothing and accessories brand Hackett. To make

an entry in the online space, Madura launched

Trendin.com, a one-stop shopping destination for

the style conscious.

In 2012, ABNL acquired Pantaloons to expand its

operating market size in the fashion space through

extension into womenswear and kidswear

categories and fast fashion segment. Pantaloons

started investing extensively in people, processes,

expansion of customer reach, productivity of

the existing stores and strengthening of the

brand portfolio.

(` Crore)

Fashion & Lifestyle Revenue EBITDA2013-14 2014-15 2013-14 2014-15

Madura 3,226 3,735 388 463

Pantaloons 1,661 1,851 39 75

Total (net of elimination) 4,759 5,450 401 532

Luxury

SuperPremium

Premium

SubPremium

FastFashion

Mass

Brand Positioning


Fashion & Lifestyle : Retail Stores NetworkEBOs / Stores Carpet Area

(Million Sq Ft)

1,6481,3671,129

895

1.31.6

3.64.2

4.8

1,869

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Unlocking full potential (2014 onwards):

The business transformation begun at Pantaloons,

after it came into the Aditya Birla Group’s fold, has

nearly completed. Today Pantaloons is India’s #1

branded womenswear retailer and Madura is #1

branded menswear player.

In a bid to capitalise on its large market presence

in the branded fashion space in India, ABNL on

3rd May, 2015, announced consolidation of its

branded apparels businesses under its listed

subsidiary - Pantaloons Fashion & Retail Limited

(“PFRL”) through a composite scheme of

arrangement (“Scheme”). To reflect the enhanced

scope of the operations post consolidation, PFRL

will be renamed as ‘Aditya Birla Fashion & Retail

Limited’ (“ABFRL”)

This consolidation will create India’s largest pure

play Fashion & Lifestyle Company, with a strong

bouquet of leading fashion brands and retail

formats, bringing India’s #1 branded menswear

and womenswear players together.

The consolidation will unlock value for the

shareholders by giving them an opportunity to

participate in the promising fashion space directly

through ABFRL. The consolidation will also enable

tapping of operational synergies on various fronts

such as sourcing, real estate and technology

platforms.

Following businesses will be demerged from the

respective companies into PFRL:

Madura Fashion, a branded apparel retailing

division of ABNL, and

Madura Lifestyle, a luxury branded apparel

retailing division of MGLRCL.

The Boards have approved the following swap ratio

recommended by the independent valuers:-

• Shareholders of ABNL will get 26 new equity

shares of PFRL for every 5 equity shares held

in ABNL pursuant to the demerger of its

division Madura Fashion,

• Shareholders of MGLRCL will get 7 new equity

shares of PFRL for every 500 equity shares

held in MGLRCL pursuant to the demerger of

its division Madura Lifestyle,

• Preference shareholder of MGLRCL will get 1

new equity share of PFRL.

On completion of the transaction and issuance of

new shares, the existing base of 9.28 Crore equity

shares of PFRL will go up to 77.28 Crore equity

shares. The new shares will be issued directly to

the respective shareholders of the transferor

companies. An existing shareholder holding 100

equity shares in ABNL will continue to hold 100

equity shares of ABNL and in addition, will get 520

equity shares of PFRL.

The transaction is subject to the necessary

statutory and regulatory approvals including

approvals of the respective High Courts, the Stock

Exchanges, SEBI, the respective Shareholders

and lenders / creditors of each of the companies.

The appointed date of the Scheme will be

1st April 2015. The transaction is expected to be

completed in the next 6 to 9 months.

2

1

Post Transaction

41.7%

9.06%$

39.84%

PFRL/ABFRL

Madura Lifestyle

ABNL

51.1%58.3%

Public$ Including indirect holding

Pre Transaction

41.7%

72.62%$100%$ 27.38%

58.3%

Public

PFRLMGLRCL

ABNL

2

1

Madura Lifestyle

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Industry Overview

Clothing and fashion retailing is the second largest

contributor to the Indian retail market with a share

of just under 10%. In the organized retailing market,

clothing and fashion retailing is the largest and the

most penetrated segment. It accounts for roughly

one-third of the organized retailing market.

Within the organized apparel market, the men’s

category continues to be largest with about

52% share. Menswear will continue to dominate

the market in the years to come. However,

womenswear and kidswear segments are

expected to grow faster and increase their

share in the overall pie. (Source – Industry

Research Reports)

The competitive landscape of organised retail in

India has been further intensified with entry of large

number of E-Commerce players with deep pockets

and several global retailers. The other significant

change is notification of Goods and Service Tax in

the next financial year. It is expected to reduce the

complexities of doing business in India.

The first half of 2014-15, witnessed a positive

change in consumer spending after nearly 18

months of slow growth. However, in the latter half

of the fiscal year, consumer spending witnessed a

sharp downturn, particularly in the festive period.

This period also coincided with a large scale

disruption by the E-Commerce players through

unprecedented discounts and heavy promotions.

Performance Review

Madura Fashion & Lifestyle1

Madura Fashion & Lifestyle (“Madura”) is the

largest premium branded menswear player in India

and powerhouse of India’s leading fashion brands

– Louis Philippe, Van Heusen, Allen Solly and Peter

England. Louis Philippe and Van Heusen are the

best selling apparel brands in India, with Louis

Philippe being the only brand in the country to

cross ` 1,000 Crore in Net Sales Value. Madura

also retails international luxury brands under

‘The Collective’ and British men’s luxury brand

Hackett through its mono brand stores. Its online

shopping portal www.TRENDIN.com, is a one

stop online shopping destination for Madura

as well as Pantaloons brands catering to both

Men and Women.

Its retail channel, which comprises of 1,735

Exclusive Brand Outlets (EBOs) spanning 2.5

million square feet, accounts for 44% of Madura’s

revenue and reaches out to 6.3 million loyalty

customers base. Besides these EBOs, Madura is

reaching customers through 6,000+ additional

points of sales including Multi Brand Outlets

(MBOs) and Department Stores.

Madura posted all round growth in top-line and

profitability despite weak customer footfalls and

higher promotions/ discounting across the industry.

Its revenue surged by 16% to ̀ 3,735 Crore. Its retail

channel posted a 14% sales growth driven by stores

expansion. Its like-to-like stores sales growth was

flat. Sales from the wholesale channel (MBOs and

Department Stores) grew by 20%. During the year,

Madura added 194 EBOs on a net basis.

Driven by the strong sales growth across the

brands and channels, EBITDA rose by 19% from

` 388 Crore to ` 463 Crore and EBITDA margin

expanded by 40 basis points to 12.4%. Led by

sound profitable growth and improved working

capital management, return on capital employed

surged from 64% to 72%.

Capex guidance for 2015-16 stands at `160 Crore

for new store launches and renovation of

existing stores.


Madura Fashion & Lifestyle: Retail ChannelNumber of EBOs Carpet Area

(Million Sq Ft)

1,5411,2721,129

895

1.31.6

1.92.2

2.5

1,735

(` Crore)

Madura Fashion & Lifestyle 2013-14 2014-15Revenue 3,226 3,735

EBITDA 388 463

Segment EBIT 299 377

Capital Employed 457 591

ROACE (%) 64% 72%

Note 1 : Includes Madura Fashion, a division of ABNL and Madura Garments Lifestyle Retail Company Ltd., a subsidiary of ABNL. Madura Fashion owns and retails

India’s leading apparel brands such as Louis Philippe, Van Heusen, Allen Solly, Peter England & People. Madura Garments Lifestyle Retail Company Ltd.

retails international luxury brands under the retail format ‘The Collective’ and also retails Madura Fashion brands under the retail format ‘Planet Fashion’.

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Pantaloons Fashion & Retail Limited (PFRL)

Following the acquisition of the Pantaloons

Fashion business in 2012, significant investments

were made focused on stores expansion,

portfolio enrichment, brand building and

organisation processes to lay the foundation for

growth in the future.

Pantaloons launched 39 new stores (25 in 2014-15)

during past two years on a base of 69 stores. With

an objective of improving customer footfalls, in the

existing stores, Pantaloons renovated 43 stores (22

in 2014-15) and accomplished 100% store re-

layouts. To strengthen the high margin private

labels portfolio, Pantaloons launched 7 new

exclusive brands (Four in 2014-15) viz., SF Jeans

and Byford in menswear, Candies and Jamini in

womenswear, Alto Moda in plus-size category,

Poppers for kids and Chirpie Pie for infants. It also

started retailing 15 new external brands including

Madura’s brands.

These strategic initiatives taken since acquisition

are yielding results. Customer reach has been

scaled to 104 Stores and 30 factory outlets

spanning 2.3 million square feet. Share of

exclusive brands has enhanced year-on-year

from 48% to 52%. Pantaloons was voted

amongst India’s topmost trusted retailer brands

in “Brand Equity Survey 2014”. The average

interest cost of the debt portfolio has been

reduced from 10.4% to 10.17%.

Pantaloons has a diversified customer base with Men,

Women, Kids and Non-Apparels contributing to 35%,

42%, 9% and 14% share respectively.

Driven by stores expansion and like-to-like stores

sales growth of 5.5%, revenue of PFRL grew by

11% to `1,851 Crore. Led by portfolio enrichment,

gross margin has increased by 340 basis points

to 45%. PFRL nearly doubled its EBITDA from

` 39 Crore to ̀ 75 Crore. EBITDA margin improved

from 2.3% to 4.1%. Higher accelerated

depreciation on account of stores renovation and

planned stores closures impacted the bottom-line.

Capex guidance for 2015-16 stands at `125 Crore

for launch of new 30-35 stores and renovation of

existing stores.

Outlook

Indian apparel industry is in the midst of a major

transition as it will soon comprise of large global

brands, big Indian business houses and a few

E-Commerce players. It is going to witness a

substantially higher scale of investments and

competition, fuelling faster growth in the industry.

With inflation projected to stabilise at lower levels

and an expected improvement in GDP growth

going forward, consumer spending is set to

improve over the medium term. The long term

outlook for the domestic apparel industry

remains positive on the back of favourable

demographics viz., rising disposable incomes,

a large young and working population and shift

towards branded apparels.

Going forward, the thrust of Fashion & Lifestyle

business will be on driving profitable expansion

by tapping emerging markets in tier 2 / 3 cities,

entering new product categories, enriching

product portfolio and focusing on omni-channel

strategy to fortify its leadership position. Post

consolidation, the strengthening of PFRL’s

balance sheet, driven by free cash flows of

Madura, will accelerate the growth of these

businesses and will help exploit emerging

opportunities presented by the rapidly growing

Indian apparel market.

March 2014 March 2015March 2013June 2012

107

134

95

1.7

2.0

2.3

Pantaloons: Customer Reach

Number of Stores(including factoryoutlets)

Carpet Area(Million Sq Ft)

90

1.6

(` Crore)

Pantaloons Fashion & 2013-14 2014-15Retail Ltd.

Revenue 1,661 1,851

EBITDA 39 75

Segment EBIT (75) (110)

Goodwill 1,168 1,168

Net Fixed Assets 496 422

Cash & Current Investments 17 7

Net Working Capital (50) 60

Capital Employed 1,630 1,656

Net Worth 579 346

Debt 1,050 1,311

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Telecom (Idea Cellular Limited)

Industry Overview

The mobile telecommunications industry in India

is divided into 22 Service Areas. Total wireless

subscribers base in India increased year-on-year

by 7% from 905 million to 970 million as of

31st March, 2015. While urban wireless subscribers

grew by 4%, rural subscribers attained 11%

growth. About 65% of new wireless subscribers

came from rural areas. Rural wireless subscribers

account for 43% of the total wireless subscribers

with tele-density at 48% compared to 77% and

143% tele-density for total and urban wireless

subscribers respectively, signaling large growth

opportunity in rural India.

During calendar year (CY) 2014, gross revenue1

of Indian wireless sector grew year-on-year by

10.6% to USD 29.8 billion. Idea Cellular

outperformed the industry by registering 19%

growth, garnered 28% incremental revenue market

share1 (RMS) and improved its RMS from 16.0% in

CY 2013 to 17.1% in CY 2014 (Source: TRAI).

Performance ReviewIdea Cellular is the 6th largest cellular operator in

the world in terms of number of subscribers and

based on operations in a single country (Source:

GSMA, December 2014). Carrying 2.06 billion

minutes of usage every day, Idea is serving a large

customer base of 157.8 million subscribers spread

across about 7,500 census towns and more than

357,000 villages as on 31st March 2015. This large

base of subscribers provides a great platform to

Idea for upgrading the pure voice customers, to

wireless data services in future.

In the past few years Idea has consolidated its

position from being a ‘# 3 operator’ to ‘Among the

top 3 operators’ in India. Idea’s Pan India revenue

market share1 during the quarter ended

31st December rose year-on-year from 16.1% in

2013 to 17.5% in 2014. Idea Cellular has been the

biggest revenue market share gainer in India

between 2009 and 2014.

Mirroring the brand popularity and quality service

experience of its customers, Idea’s active

subscribers’ ratio at 102.3% (Industry average

88.9%) as on 31st March 2015, is the highest in the

industry.

Idea is the leading net subscribers’ gainer in the

Mobile Number Portability program, a strong

indicator of the popularity of Idea’s mobile services.

Having a market capitalisation of USD 11 billion

(` 66,200 Crore as on 31st March, 2015), Idea is

listed on NSE and BSE.

In the recent spectrum auction, which was

concluded in March 2015, Idea won 79.4 MHz

spectrum across 14 circles for a total bid value of

` 30,138 Crore. Idea has successfully secured

spectrum for the nine licenses which are due to

expire in December 2015 / April 2016. It has opted

for DoT’s deferred payment option and made

upfront spectrum fee payment of ` 7,734 Crore in

Note1: Based on gross revenue for UAS & Mobile licenses only, as released by Telecom Regulatory Authority of India (“TRAI”)

Airtel30.7%

Aircel5.6%

Others3.7% Vodafone

23.3%

Idea Cellular17.1%

Tata7.0% Reliance

6.7%

BSNL & MTNL

5.8%

(Source: TRAI, www.trai.gov.in)

Indian Wireless Sector: Revenue Market Share1

(January-December 2014)(January-December 2014)

Q3 FY2014-15Q3 FY2013-14Q3 FY2012-13Q3 FY2011-12Q3 FY2010-11

13.3%

Source: TRAI, www.trai.gov.in

14.4%14.8%

16.1%17.5%

Idea Cellular: Revenue Market Share1

2014-152013-142012-132010-11 2011-12

Idea Cellular: Growth Trend

Minutes on Network (billion) Subscribes (million)

89.5

112.7121.6

135.8

157.8

363453

532588

683

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March-April 2015. Idea has built a competitive

spectrum profile laying strong foundation for

business growth for the next 20 years. Post

allocation of spectrum won in March 2015 auction,

Idea will have 87.6% of total spectrum holding of

270.7 MHz as spectrum acquired through auction

which provides flexibility to offer any service (2G,

3G or 4G), based on the consumer demand and

development of eco-system.

In 2014-15, Idea generated 683 billion minutes of

usage (MoU), registering a strong 16% year-on-

year growth. Average realisation per minute

(ARPM) rose by 3%. Data volumes more than

doubled to 172.5 billion megabytes.

Led by strong growth in MoU and data volumes,

top-line of Idea rose by 19% to ` 31,527 Crore –

growing at 1.8 times the wireless industry growth

rate in the calendar year 2014. EBITDA surged by

32% to ` 11,281 Crore. EBITDA margin improved

by about 350 bps. Net profit rose by 62% from

` 1,968 Crore to ` 3,193 Crore. Idea generated a

strong post tax standalone1 cash profit of ` 8,482

Crore – recording a 32% growth over the previous

year. ROACE improved from 11.7% per annum to

14.3% per annum.

During the year, Idea raised equity capital of

` 3,000 Crore through QIP and ̀ 750 Crore through

preferential allotment to its telecom partner – Axiata

Investments 2 (India) Limited, an affiliate of Axiata

Group. Post the capital raising, ABNL’s

shareholding in Idea has reduced from 25.23% in

March 2014 to 23.28% in March 2015.

In 2014-15, Idea incurred a capex of ̀ 40.5 billion.

Led by capital infusion and strong cash profit

generation, Idea’s standalone1 Net Debt to EBITDA

stands comfortable at 1.31 times and well

positioned to support its growth plans.

Idea has proposed a equity dividend at 6% of share

capital. Overall payout including dividend

distribution tax will be ` 260 Crore.

Outlook

The regulatory environment continues to remain

uncertain. Some of the recent changes in

regulations like reduction in IUC charges and

roaming charges cap are impacting the revenue

of the industry. The auctions have resulted in large

spectrum commitments, adversely impacting the

financial health of most of the operators. This

should lead towards consolidation in the Industry.

The competition in the sector remains intense. Any

irrational competition in the sector in future may

impact the Industry health. Further, with the

proliferation of number of OTT operators, the voice

revenue cannibalization through data remains a

large risk for the sector.

But, as in the past, whenever the Industry has

witnessed large periods of irrational competition,

Idea Cellular has emerged competitively stronger.

In the last two spectrum auctions, Idea has

expanded its spectrum profile covering more than

87% of revenues with either 3G or 4G spectrum

and also renewed some of its licenses for a period

of next 20 years.

As mobility market services expand, Indian

telecom sector will offer exciting growth

opportunities in mobile broadband and rural voice

telephony. The data subscribers’ penetration in

India is at around 26%. The wireless broadband

services (3G) penetration is still at 6.8%. The

‘Digital India’ drive, data network expansion by

strong operators and developments towards 4G

LTE technology will certainly change the data

growth outlook as envisaged today. Further less

than 50% penetration in rural India indicates the

growth opportunity for the voice business going

forward.

Brand Idea with increasing consumer affinity,

strong cash flows, Pan India 2G presence,

expanding 3G network footprint and planned 4G

network launch is gearing itself to strengthen its

market position and improve standing across

existing and emerging opportunities.

(` Crore)

Idea Cellular 2013-14 2014-15

Revenue 26,432 31,527

EBITDA 8,519 11,281

Segment EBIT 3,773 5,508

Net Profit 1,968 3,193

Cash Surplus 404 13,080

Net Worth 16,527 23,029

Total Debt 20,635 26,859


ABNL’s Investment 2,356 2,356

ABNL’s shareholding in

Idea at the year end (%) 25.23% 23.28%

Note1: Standalone = Idea Cellular and its wholly owned subsidiaries

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DIVISIONS

Aditya Birla Nuvo has a strong market positioning

in Linen, Urea, VFY and Insulators sectors through

its divisions, viz. Jaya Shree, Indo-Gulf, Indian

Rayon and Aditya Birla Insulators. All the divisions

are among the leaders in their respective sectors

in terms of size as well as profitability.

• Jaya Shree Textiles is the largest linen yarn

and linen fabric player in India.

• Indo Gulf is the 8th largest manufacturer of

Urea and amongst the most energy efficient

urea plants in India.

• Indian Rayon is among the top 2 producers

and the largest exporter of Viscose Filament

Yarn in India.

• Aditya Birla Insulators is India’s largest and

the world’s fourth largest manufacturer of

Insulators.

Combined together, the Divisions generated

revenue of ` 5,405 Crore and EBITDA of ` 615

Crore in 2014-15, registering year-on-year growth

of 9% and 11%, respectively.

Jaya Shree Textiles

Industry Overview

Jaya Shree operates in two business segments

viz., Linen and Wool. The Linen industry registered

strong growth in demand, prompting many Indian

business houses to actively consider setting up of

capacities in Linen across both Fabric and Yarn.

However, the wool industry witnessed sluggish

demand worldwide due to highly volatile wool

prices and currency rates coupled with the

slowdown in Europe, which is one of the largest

wool consumers.

Performance Review

A market leader in the domestic linen yarn and

fabric segments, Jaya Shree has revolutionised the

Indian textile market by popularising ‘linen’ in India

across a wide customer base. It has driven the

journey of linen from a commodity to a lifestyle

symbol in India and expanded its market size by

creating product / brand awareness and entering

into new segments viz. blends, womenswear etc.

It is also a leading manufacturer of wool tops and

worsted yarn in India with a capacity of 8 carding

machines and 26,356 spindles respectively.

Share of linen segment in total revenue has jumped

from 39% in 2010-11 to 53% in 2014-15 led by

expansion. Jaya Shree expanded its Linen Yarn

capacity from 2,300 tons per annum (TPA) to 3,400

TPA and Linen Fabric Processing Capacity from

7.3 million meters per annum to 10.1 million meters

per annum in 2013-14. It is further targeting an

expansion of linen yarn capacity from 3,400 MTPA

to 6,200 MTPA in order to tap sector growth.

During 2014-15, revenue of Jaya Shree grew by

10% to ̀ 1,435 Crore. Revenue from Linen segment

surged by 25%, driven by expansion. Revenue from

Wool segment declined due to poor wool grease

demand. EBITDA improved marginally from ` 172

Crore to `175 Crore as higher profitability in the

linen segment was offset by lower wool combing

volumes.

Driven by a strong focus on efficient working capital

management, Jaya Shree is operating at a sound

ROACE of 53% per annum.

Jaya Shree is focusing on retail expansion and

brand promotion to fortify ‘Linen Club’ fabric brand.

Jaya Shree launched its own apparel line through

‘Linen Club Studio’. It added 19 new ‘Linen Club

Fabrics’ EBOs during the year taking the total to

115. Linen Club is also being retailed through more

than 3,500 MBOs.

Outlook

Led by the rising popularity of Linen as a comfort

and style fabric, its demand is expected to grow

at a CAGR of 10% over next few years. Currently

about 70% of linen yarn demand in India is met

through imports reflecting expansion opportunity

for domestic players.

Being a leader, Jaya Shree will continue to invest in

its strengths and capabilities. Jaya Shree is

expanding its linen yarn capacity to fortify its market

positioning and tap sector growth opportunity.

(` Crore)

Jaya Shree 2013-14 2014-15

Revenue 1,300 1,435

Linen Segment 614 765

Wool Segment 687 671

EBITDA 172 175



ROACE (%) 57% 53%

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Agri (Indo-Gulf Fertilisers)

Industry Overview

Urea consumption in India grew marginally from30.4 million metric tons (MT) in 2013-14 to30.8 million MT in 2014-15. India is heavilydependent on urea imports for meeting domesticconsumption requirements. Urea imports havesurged in past few years leading to a rising subsidyburden on the exchequer. In 2014-15, urea importsat about 8.7 million MT accounted for 28% of totaldemand in India. No new urea capacity has comeup in past 15 years and the gap betweenindigenous production and demand continues towiden. To reduce the mounting urea subsidy bill,the Government of India notified the NewInvestment Policy (NIP) for Urea on 2nd January,2013. The objective of the policy is to reduce ureaimports by promoting indigenous capacityexpansion. The industry is awaiting approval fromthe Department of Fertilisers for brown field

projects under the new investment policy.

During 2014-15, the industry witnessed slower

recovery of fertiliser subsidy from the Government

due to inadequate budgetary provision. This

affected the profitability of the industry due to a

steep rise in working capital.

Due to government policy for urea production

beyond 100% quantity as permissible under

Pricing mechanism, few urea manufacturers had

to take urea plant shutdown during the last quarter

of 2014-15.

In a welcome move, the government has allowed

100% production of neem coated urea

and announced gas price pooling policy aiming

to improve plant efficiency and reduce subsidy

outgo.

Performance Review

Indo Gulf Fertilisers is the 8 th largest urea

manufacturer in India. The goal of the business is

to serve as a ‘total agri solutions provider’ offering

a full range of agri inputs – fertilizers, seeds, agro-

chemicals and specialties from sowing to

harvesting.

Birla Shaktiman Urea – Neem coated and Gold

continued to remain the farmers’ product of first

choice, in the core markets of Uttar Pradesh, Bihar,

Jharkhand and West Bengal, through excellent

product quality and customer servicing. Even in

the states of Punjab, Haryana and Uttarakhand,

the farmer and trade response has been very

encouraging.

Indo-Gulf’s customized fertiliser – ‘Birla Shaktiman

Vardaan’ - which was launched in 2013–14 in Uttar

Pradesh, has been well received by the farmers.

Sales of manufactured urea at 1.02 million MT was

flat year-on-year. Indo-Gulf had to take urea plant

shutdown for 35 days starting 27th February 2015,

thereby, pulling down earnings from normalised

level. The plant resumed operations on 2nd April

2015. During previous year too, urea plant

shutdown was taken for 41 days.

Revenue grew year-on-year by 11% to ` 2,558

Crore. Revenue from manufacturing operations

grew by 13% to ` 2,248 Crore due to pass through

of the rise in natural gas prices. Trading revenue

declined marginally.

(` Crore)

Agri 2013-14 2014-15

Revamped Capacity (MTPA) 1,072,500 1,072,500

Urea Production (MT) 1,033,184 1,021,447

Manufactured Urea Sales (MT) 1,034,135 1,024,970

Revenue 2,313 2,558

Manufacturing (Urea, Customised Fertilisers) 1,995 2,248

Trading (Fertilisers, Seeds, Agro-Chemicals) 318 310

EBITDA 77 148

Segment EBIT 56 116


ROACE (%) 3% 7%

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Post implementation of energy savings scheme

towards the end of the previous year, energy

efficiency has improved notably. Led by improved

energy efficiency, higher fixed cost reimbursement

as per Government policy and higher sales of

pesticides, EBITDA surged by 90% from ̀ 77 Crore

to ` 148 Crore.

Outstanding subsidy and receivables stood at

` 1,207 Crore compared to ` 1,176 Crore in the

previous year.

Outlook

The Government continues to give a huge thrust

on inclusive growth, agriculture and self-sufficiency

in food production. The focus is on enhancing

farmer income through improved agricultural

practices to give a sustainable growth in

productivity. This can be achieved with the

adoption of new technology in farming – in soil

science, irrigation, plant breeding and genetics

and crop protection. This is opening up new

business opportunities for value added products

and services.

The proposed gas price pooling policy will be

beneficial for the sector as it aims to improve the

efficiency of plants and thus reduce subsidy outgo.

Indo Gulf Fertilisers, with its strong farmer connect

and customer centric approach is well positioned

to take advantage of these opportunities. Its

location at Jagdishpur – in the middle of the

agricultural heartland of the Indo-Gangetic plains,

gives it access to a large and growing market.

Rayon (Indian Rayon)

Industry Overview

Indian Rayon, a unit of ABNL, manufactures and

sells viscose filament yarn, caustic soda and allied

chemicals. Viscose filament yarn (“VFY”) is a man-

made natural filament yarn having comfort of cotton

and the lustre of silk. It is used in georgette and

crepe fabrics, home textiles, embroidery etc.

During 2014-15, domestic consumption of VFY

declined by 5% to 54,014 MT. As a result, domestic

VFY production remained almost stagnant at

44,348 MT, while imports declined by 21%. VFY

exports at 5,810 MT were marginally lower

year-on-year.

The VFY Yarn production in the Indian market

continues to move towards fine / superfine denier

for realisation improvement. Wood pulp prices

remained soft due to oversupply on account

of recent capacity additions. Due to stagnant

demand and buyers becoming cautious of

falling commodity prices, imports from China

have decreased.

Chlor alkali market is broadly categorized into three

products, namely Caustic Soda, Chlorine and Soda

Ash. Caustic Soda finds major application in diverse

industries, such as soap & detergents, pulp & paper

and textile processing among others. Chlorine is

produced as a by-product during caustic soda

production and is widely used in PVC

manufacturing, drinking water disinfection and

pharmaceutical production. Chlor-alkali Industry is

concentrated in Western part of India with more than

50% of production coming from the state of Gujarat

due to good demand of chlor-alkali products and

availability of raw material like salt and power.

Performance ReviewIndian Rayon is among the top 2 manufacturers of

VFY in India with a 43% production share. It

remained the largest Indian exporter of VFY for the

tenth consecutive year with a 55% share in VFY

exports from India.

In 2014-15, Indian Rayon’s revenue from the VFY

segment grew by 6% to ` 699 Crore despite an

industry slowdown. Higher VFY volumes driven by

the new superfine yarn capacity contributed to this

growth. Revenue from the Chemicals segment

declined by 18% to ̀ 166 Crore owing to softening

of ECU realisation and lower caustic volumes due

to a maintenance shutdown in power plant.

(` Crore)

Rayon 2013-14 2014-15

VFYCapacity (MTPA) 19,800 19,800

Production (MT) 17,962 19,182

Manufactured VFY Sales (MT) 17,423 18,839

Revenue (Including allied chemicals) 659 699

ChemicalsCaustic Soda Capacity (MTPA) 91,250 91,250

Caustic Soda Production (MT) 86,771 79,687

Caustic Soda Sales (MT) 86,758 80,162

Chemicals Revenue 202 166

Total Revenue 860 865

EBITDA 222 197



ROACE (%) 24% 21%

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Total revenue remained flat at ` 865 Crore and

EBITDA at ` 197 Crore was lower by 11% as

profitable growth in the VFY segment was offset

by lower caustic volumes and ECU realisation.

The business is operating at an ROACE of 21%

per annum

Outlook

Growth in the superfine and finer deniers in the

domestic VFY market is likely to remain stable. With

the ramp up of the superfine yarn unit and the

leveraging of the Enka Trade Mark, Indian Rayon

is well positioned to improve its market share and

earnings. However declining domestic demand

and exchange rates volatility may adversely affect

the yarn prices in India.

According to Chlor Alkali Market Forecast, the

market for chlor alkali in India is projected to exhibit

a CAGR of around 7% during 2014-19. Chlorine

demand is also expected to remain firm subject to

increase in Chlorine production in the west which

may affect the demand and supply balance.

Insulators (Aditya Birla Insulators)

Industry Overview

The power generation, transmission and

distribution sector is the key growth driver for the

insulators industry. Over the past few years, India’s

power sector has been affected by several factors,

viz., liquidity crunch, environment clearances and

fuel linkages resulting in lack of new projects and

delay in execution of ongoing projects. Cheaper

Chinese imports have also adversely impacted

domestic manufacturers, both on market size and

pricing pressures.

The industry had appealed for anti-dumping duty.

The Ministry of Finance, on 16th September 2014,

imposed an interim anti-dumping duty on imports

of insulators from China and on 11th April 2015,

extended the duty for 5 years till 15th September

2019 to create a level playing field for the domestic

manufacturers.

While the current government is working to implement

reforms in the power sector, it will take some time

before ground improvement materializes and gives

a fillip to demand. The challenge of improving

financial health of State Electricity Boards continues.

Imports from China reduced year-on-year by

15% from 46,973 MT to 39,976 MT post imposition

of anti-dumping duty. However, it still constituted

31% of the total domestic demand in the

year 2014-2015.

During April 2014 – January 2015, the domestic

sales volume of the insulators industry declined

by 12% owing to accelerated imports in the

previous year in anticipation of duty.

Performance Review

Aditya Birla Insulators is India’s largest and the

world’s fourth largest manufacturer of porcelain

insulators (Source : IEEMA).

Sales volume of Aditya Birla Insulators grew year-

on-year by 5%. Revenue is up by 8% at

` 548 Crore. Volumes and earnings growth could

have been higher but were contained due to

42 days disruption / suspension of Rishra plant

operations due to labour unrest, pending long

term wage settlement.

EBITDA rose by 14% to ̀ 95 Crore. Higher volumes

and an increase in realisation in the substation

segment, mainly due to pass on the rise

in operating costs, contributed to the earnings

growth.

ROACE improved from 15% to 17% per annum.

Outlook

With mission of “Power for All by 2019” and “Make

in India” campaign, power sector is expected to

witness encouraging medium to long term growth

opportunities.

Aditya Birla Insulators will continue to focus on yield

improvement and cost rationalisation to enhance

its cost competitiveness besides exploring new

geographies in the exports market.

(` Crore)

Insulators 2013-14 2014-15

Capacity (MTPA) 45,260 45,260

Production (MT) 36,317 38,401

Sales Volumes (MT) 36,913 38,581

Revenue 505 548

EBITDA 83 95

Segment EBIT 61 76


ROACE (%) 15% 17%

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Financial Review and Analysis – StandaloneFinancials

Standalone revenue grew year-on-year by 11% to

` 8,938 Crore, while Standalone EBITDA de-grew by

5% to ` 1,186 Crore. Excluding dividend and other

income, operating EBITDA has grown by 16%. The

Fashion & Lifestyle and Agri businesses were the

largest contributors to the earnings growth.

Finance costs remained almost flat at ` 263 Crore.

Depreciation reduced from ` 199 Crore to ` 189

Crore owing to the change in the useful lives of

fixed assets as provided in Schedule II to the

Companies Act, 2013 or as re-assessed by the

Company. Had there been no such change,

depreciation for 2014-15 would have been higher

by ` 19 Crore.

Standalone tax at ` 205 Crore was higher as in the

previous year net tax credit of ` 41 Crore was

recognised w.r.t. the slump sale of the Carbon

Black business.

Standalone Net profit de-grew by 22% from ` 674

Crore to ` 528 Crore. Excluding exceptional gain /

(loss) and one-off items, Standalone Net Profit grew

by 10%. Net Profit in 2013-14 was higher by ` 209

Crore on account of one-off items being (a) book

gain of ` 24 Crore and net tax credit of ` 41 Crore

on divestment of the Carbon Black business and

(b) gain of ̀ 144 Crore on buyback of equity shares

by Life Insurance Subsidiary.

The Board of Directors of the Company has

recommended a final equity dividend of

70% (` 7 per equity share) for the financial year

2014-15 entailing a total outgo of ` 109.6 Crore

including dividend distribution tax.

The standalone balance sheet supported an

investment and capex outlay of about ` 950 Crore

during the year. Led by strong cash flow from

operations, standalone Net Debt to EBITDA at 3

times and Net Debt to Equity at 0.42 times

remained healthy.(` Crore)

Standalone Profit and Loss Account 2013-14 2014-15

Revenue 8,021 8,938EBITDA 1,246 1,186Less: Finance Costs 267 263

Earnings before Depreciation and Tax 979 922Less: Depreciation and Amortisation 199 189

Earnings before Tax and Exceptional Items 780 733Add: Exceptional Gain/(Loss)1 24 —

Less: Tax Expenses 130 205

Net Profit 674 528

Standalone Balance Sheet March 2014 March 2015Net Worth 8,108 8,519

Total Debt 3,753 3,688

Deferred Tax Liabilities (Net) 88 106

Capital Employed 11,949 12,314Net Fixed Assets (Including Capital Advances & CWIP) 1,866 1,879

Long-term Investments 7,952 8,695

Net Working Capital 1,574 1,635

Cash Surplus & Current Investments2 557 105

Book Value per Equity Share (`) 623 655

Net Debt3/EBITDA (x) 2.6 3.0

Net Debt3/Equity (x) 0.39 0.42

Note1: Exceptional Gain during 2013-14 represents gain of ` 24 Crore w.r.t. the slump sale of Carbon Black business.

Note2: Include cash, cheques in hand, remittances in transit, balances with banks, fertilisers bonds, short term ICDs and current investments.

Note3: Total Debt less Cash Surplus & Current Investments.

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Standalone Cash Flow Analysis

Net Cash from Operating Activities

Cash Flow from Operations

Net cash flow from operations stood at ̀ 877 Crore.

The Fashion & Lifestyle business was the largest

contributor followed by the Rayon and Textiles

businesses.

Working Capital

Net working capital increased by ` 89 Crore.

Inventory has increased by ` 143 Crore and

receivables are higher by ` 213 Crore mainly in

Fashion & Lifestyle business in line with business

growth. Trade Payables are higher by ` 202 Crore

largely in the Textiles business.

Net Cash from/(used in) Investing Activities

Capital Expenditure

Capex of ` 223 Crore was spent during the year.

Project capex includes scaling up of retail channel

in the Fashion & Lifestyle business through opening

up of exclusive brand outlets and energy savings

and de-bottlenecking project in the Agri business.

The balance capital expenditure was incurred on

upgradation, modernisation and maintenance of

plants across the manufacturing businesses.

Investments

ABNL invested a sum of ` 681 Crore in its wholly

owned subsidiary Aditya Birla Financial Services

Ltd. to fund the growth capital requirement of the

NBFC business (including Housing Finance

business) and online money management portal -

MyUniverse.

ABNL also invested ` 62 Crore in Indigold Trade

and Services Ltd., mainly towards acquisition of

additional 4.67% stake in Pantaloons Fashion &

Retail Ltd.

Net Cash from / (used in) Financing Activities

Proceeds from / Repayment of borrowings

ABNL raised term loans aggregating to ` 37 Crore

by way of Rupee Term Loans towards capital

expenditure commitments. ABNL also raised Non

Convertible Debentures (NCDs) worth ̀ 300 Crore.

Commercial paper and other short term debt of

` 178 Crore (net) were repaid during the year.

Term Loans aggregating to ̀ 228 Crore were repaid

during the year. Pursuant to demerger of Madura

Fashion (A division of ABNL) into Pantaloons

Fashion & Retail Ltd. (PFRL), debt amounting to

` 456 Crore will be transferred to PFRL.

(` Crore)

Standalone Cash Flow 2014-15

Cash Flow from Operations (Net of Tax) 877

(Increase)/Decrease in Net Working Capital (89)

Net Cash from Operating Activities 788

Capital Expenditure (Net) (223)

Investments in Subsidiaries / Joint Ventures / Associates (Net) (724)

(Increase) / Decrease in Inter-Corporate Deposits to Subsidiaries (Net) 5

Interest / Dividend Received and Profit on Sale of Current Investments 128

Net Cash from / (used in) Investing Activities (815)

Proceeds from / (Repayment of) Borrowings (Net) (68)

Proceeds from Issue of Shares 3

Dividend Paid (98)

Interest Paid (263)

Net Cash from / (Used in) Financing Activities (426)

Increase / (Decrease) in Cash Surplus & Current Investments (453)

Add : Opening Cash Surplus & Current Investments1 557

Closing Cash Surplus & Current Investments1 105

Note1

: Include cash, cheques in hand, remittances in transit, balances with banks, fertilisers bonds, current investments and short term ICDs

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Risk Management

Governance, Risk Management and Compliance

processes form an integral part of the Company’s

planning and review mechanism. The Company’s

risk management framework establishes risk

management processes at each business, helping

in identifying, assessing and mitigating risks that

could materially impact the Company’s

performance in achieving its stated objectives. The

components of risk management are different for

different businesses and are defined by various

factors including the business model, business

strategy, organisational structure, risk appetite and

available dedicated resources.

The Company’s structured Risk Management

process provides confidence to the stakeholders

that the Company’s risks are known and well

managed. The risk management framework

ensures compliance with the requirements of

amended clause 49 of Listing Agreement.

Since the Company is a diversified conglomerate,

the risk events are identified, assessed, mitigated

and monitored for each business separately.

The risk management approach comprises three

key components:

(1) Risk identification: External and internal risk

events which could affect the profitability,

competitiveness, brand value, reputation and/

or image of the Company are identified in the

context of the strategy and specific objectives

of each individual business.

(2) Risk assessment and mitigation: The

indentified risks are further evaluated by the

senior management team of the respective

business to assess the potential severity of

their impact and the probability of occurrence.

Based on the assessment, they develop and

deploy mitigation strategies.

(3) Risk monitoring and assurance: The Risk

Management Committee (“RMC”) is the apex

body taking all the decisions regarding risk

management activities. The overall role of

RMC is to review risk management process

and implementation and effectiveness of risk

mitigation plans. The committee comprises of

three independent directors, the whole time

directors and the business heads. The

proceedings of meetings of RMC are

discussed at the meetings of the Board of

Directors from time to time.

Business Risks

Business risks are classified into Strategic,

Operations, Financial and Knowledge risks, which

are further drilled down to market structure,

process, systems, legal compliance, corporate

governance and people culture.

External Risks

Apart from the internal business risks, the

Company is exposed to external risks on account

of interest rate, foreign exchange, commodity

pricing and regulatory changes. The Company has

well defined policies / mechanism to mitigate

foreign exchange and interest rate risks. The

Company reviews these policies / mechanism

periodically to align with the changes in market

practices and regulations.

Environment, Health and Safety (“EHS”)The Company is conscious of its strong corporate

reputation and the positive role it can play by

focusing on EHS issues. Towards this, the

Company has set very exacting standards in EHS

management. The Company recognises the

importance of EHS issues in its operations and has

established comprehensive indicators to track

performance in these areas. The Company values

the safety of its employees and constantly raises

the bar in ensuring a safe work place.

Internal Control SystemThe Company has adequate internal control

systems for business processes across various

profit and cost centres, with regard to efficiency of

operations, financial reporting, compliance with

applicable laws and regulations, etc. The internal

control system is supplemented by extensive

audits conducted by the Corporate Audit Cell.

Clearly defined roles and responsibilities for all

managerial positions have been institutionalised.

Regular internal audits and checks ensure that

responsibilities are executed effectively. The Audit

Committee of the Board of Directors actively reviews

the adequacy and effectiveness of the internal

control systems and suggests improvements.

The Management Information System is the

backbone of the Company’s control mechanism.

All operating parameters are monitored and

controlled regularly. Any material change in the

business outlook is reported to the Board of

Directors. Material deviations from the annual

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planning and budgeting, if any, are reported on a

quarterly basis to the Board of Directors. An

effective budgetary control on all capital

expenditure ensures that actual spending is in line

with the capital budget.

Human Resource Management

The Company had about 21,700 employees on its

rolls as on 31st March 2015. Including its

subsidiaries and joint ventures, the manpower

strength is about 54,000 employees. This

intellectual resource is integral to the Company’s

ongoing operations and enables it to deliver

superior performance year after year. Human

Resource processes of the Company have been

covered in depth in the Directors’ Report.

Disclaimer

Certain statements in this “Management Discussion and Analysis” may not be based on historical information

or facts and may be “forward looking statements” within the meaning of applicable securities laws and regulations,

including, but not limited to, those relating to general business plans & strategy of the Company, its future outlook

& growth prospects, future developments in its businesses, its competitive & regulatory environment and

management’s current views & assumptions which may not remain constant due to risks and uncertainties. Actual

results could differ materially from those expressed or implied. Important factors that could make a difference

to the Company’s operations include global and Indian demand-supply conditions, finished goods prices, feed

stock availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in

Government regulations, tax regimes, competitors actions, economic developments within India and the countries

within which the Company conducts business and other factors such as litigation and labour negotiations. The

Company assumes no responsibility to publicly amend, modify or revise any statement, on the basis of any

subsequent development, information or events, or otherwise. This “Management Discussion and Analysis” does

not constitute a prospectus, offering circular or offering memorandum or an offer to acquire any shares and

should not be considered as a recommendation that any investor should subscribe for or purchase any of the

Company’s shares. The financial figures have been rounded off to the nearest Rupee one Crore. For currency

conversion, one USD is considered to be equal to ` 60.

To Sum up

Aditya Birla Nuvo has posted robust earnings

growth and is well positioned in each of its

businessess. With a leadership position across its

businesses that mirrors the growing sectors of the

Indian Economy, ABNL is a uniquely positioned

conglomerate. ABNL remains focused to capture

opportunities across the businesses to achieve the

next level of growth. A strong balance sheet, an

experienced and focused management team,

salient brand equity, leadership positions across

businesses and a talented human asset are the

key drivers which will support future growth of

ABNL and create value for all the stakeholders.

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Dear Shareholders,

We are pleased to present the 58th Annual

Report together with the Audited Financial

Statements of your Company for the year ended

31st March, 2015.

MACRO-ECONOMIC SCENARIO

India’s economy made a soft recovery in fiscal

2014-15, with an estimated GDP growth at 7.4%

compared to 6.9% in the previous year. Many

positive developments were witnessed. Among

them were lowering of fiscal and current

account deficits, declining inflation and benign

global commodity prices. The moderation in

inflation prompted the Reserve Bank of India

(“RBI”) to cut interest rates to spur economic

growth. Structural reforms to boost investments

remained high on the Government’s agenda.

The World Bank and the International Monetary

Fund have forecast India’s GDP to grow at 7.5%

in 2015, outpacing China to become the world’s

fastest growing economy. The Government’s

continued focus on policy reforms for

encouraging infrastructure investments,

improving the ease of doing business, financial

inclusion measures, and initiatives like ‘Make in

India’ are expected to be vital contributors

towards achieving economic growth and

advancement going forward.

CONSOLIDATED FINANCIAL PERFORMANCE

Your Company has posted sound earnings

growth and improved performance across most

of the businesses. Consolidated revenue grew

by 2% to ` 26,516 Crore. On a like-to-like basis,

i.e., excluding IT-ITeS business, which was

divested w.e.f. 9 th May, 2014, year-on-year

revenue growth was 14%. EBITDA surged by

18% to ` 5,798 Crore. Net Profit rose by 24% to

` 1,416 Crore. Financial Services and Telecom

businesses were the major contributors to

earnings growth, followed by the Fashion &

Lifestyle business.

Key Highlights:

• Aditya Birla Financial Services (“ABFS”) is a

significant non-bank financial services player

having a diversified portfolio with 10 lines of

businesses. Its funds under management

grew year-on-year by 35% to ` 164,940

Crore. The Lending book of the NBFC

business expanded by 52% to `17,550 Crore.

ABFS is entering into strategic partnerships

and investing in promising sectors to tap

sector growth opportunities. It has

commenced Housing Finance business

operations in October 2014 and is planning

to foray in the health insurance sector

through a joint venture with MMI holdings, a

leading South African based financial

services group.

• The Fashion & Lifestyle business of your

Company is India’s #1 branded menswear

player through Madura Fashion & Lifestyle,

and the # 1 branded womenswear retailer

through Pantaloons. To fortify its market

leadership, the Fashion & Lifestyle business

is scaling up its retail stores as well as its

online presence through TRENDIN.com.

Trusted by 10.8 million loyalty customers,

it has the widest fashion retail presence in

India, with 1869 exclusive brand outlets /

stores spanning 4.8 million square feet and

6,000 + additional points of sale.

• In the Telecom business, Idea Cellular

continued its enviable track record of being

amongst the fastest growing large Indian

mobile operators. Its revenue market share

improved year-on-year from 16.1% to

17.5%. In the spectrum auctions held in

March 2015, Idea won 79.4 MHz spectrum

for about USD 5 billion, laying a solid

foundation and visibility for its business

growth for the next 20 years. The strong

cash profit generation as well as funds

raised during the year will support Idea’s

balance sheet and growth plans.

• Amongst the divisions, the Linen segment of

Jaya Shree textiles attained higher

profitability, led by recent expansion. The

business is set to further tap the sector

growth opportunity with proposed expansion

of its Linen yarn Capacity from 3,400 TPA to

6,200 MTPA. In the Rayon business, the

DIRECTORS’ REPORT TO THE SHAREHOLDERS

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profitability of the VFY segment was off-set

by softening of ECU realisation and

maintenance shut down in the power plant

in the chemicals segment. Agri business

earnings improved sharply year-on-year,

led by enhanced energy eff iciency.

However, earnings were lower than the

normalised level due a shutdown of the

urea plant for 35 days. The Insulators

business posted healthy earnings growth

despite 42 days disruption / suspension of

plant operations due to labour unrest.

STANDALONE FINANCIAL PERFORMANCE

Your Company’s standalone revenue grew by 11%

to ` 8,938 Crore. In the previous year, net profit

was higher by ` 209 Crore on account of (a) gain

of ` 65 Crore on divestment of Carbon Black

business (including net tax credit of ` 41 Crore)

and (b) gain of ` 144 Crore on buyback of equity

shares by Birla Sun Life Insurance to distribute its

surplus funds to the shareholders. As a result, Net

Profit at ` 528 Crore is lower year-on-year

vis-à-vis ` 674 Crore reported in the previous year.

NEW INTIATIVES/MAJOR ACTIVITIES

Consolidation of Branded Apparels businesses

To capitalise on its large market presence in the

branded fashion space in India, your Company –

Aditya Birla Nuvo Ltd. (“ABNL”) – has announced

consolidation of its branded apparels businesses

under its listed subsidiary - Pantaloons Fashion

& Retail Ltd. (“PFRL”), through a composite

scheme of arrangement (“Scheme”) under

Sections 391 to 394 of the Companies Act, 1956.

As part of the Scheme, Madura Fashion, the

branded apparel retailing division of ABNL and

Madura Lifestyle, the luxury branded apparel

retailing division of Madura Garments Lifestyle

Retail Company Limited (“MGLRCL”) – a

subsidiary of ABNL, will be demerged from the

respective companies into PFRL. Pursuant to the

demerger, new shares will be issued by PFRL to

the respective shareholders of the transferor

companies directly.

This consolidation will create India’s largest pure

play branded apparels company by bringing

India’s #1 branded menswear players and

# 1 branded womenswear retailer together. The

move will unlock value for the shareholders and

give them an opportunity to participate directly

in the promising fashion space.

The Boards of above companies have approved

the following swap ratio which has been

recommended by the independent valuers:-

• Shareholders of ABNL will get 26 new equity

shares of PFRL for every 5 equity shares

held in ABNL pursuant to the demerger of

Madura Fashion,

• Shareholders of MGLRCL will get 7 new

equity shares of PFRL for every 500 equity

shares held in MGLRCL pursuant to the

demerger of Madura Lifestyle, and

• Preference shareholder of MGLRCL will get

1 new equity share of PFRL

The transaction is subject to the necessary

statutory and regulatory approvals including

approvals of the respective High Courts, the

Stock Exchanges, SEBI, the respective

Shareholders and lenders / creditors of each of

the companies. The appointed date of the

Scheme will be 1st April 2015. The transaction is

expected to be completed in the next 6 to 9

months period.

Application for Payments Bank License

Your company has applied for obtaining a

license to set up a “Payments Bank”, in

accordance with the Guidelines for Licensing of

Payments Bank issued by RBI. Your Company

will be the Promoter of the proposed Payments

Bank, holding 51% of its equity capital. Idea

Cellular will hold the balance 49% of equity

capital in the proposed Payments Bank, which

may be increased up to 60%, subject to

regulatory approvals, as applicable.


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FINANCIAL PERFORMANCE (` in Crore)

Consolidated Standalone

2014-15 2013-14 2014-15 2013-14Profit Before Depreciation / Amortization, Interest and Tax 5,798.21 4,926.56 1,185.59 1,245.81

Depreciation and Amortisation Expenses 1,702.75 1,608.86 189.36 199.02

Finance Costs 1,757.57 1,550.82 263.30 266.56

Profit Before Exceptional Items and Tax 2,337.89 1,766.88 732.93 780.23

Exceptional Items (13.33) 5.42 — 24.06

Profit Before Tax 2,324.56 1,772.30 732.93 804.29

Tax Expenses 833.48 550.50 205.24 130.34

Net Profit Before Minority Interest 1,491.08 1,221.80 527.69 673.95

Minority Interest 75.58 78.92 — —

Profit for the Year 1,415.50 1,142.88 527.69 673.95

Opening Balance as per last audited financialstatement 778.59 312.79 222.56 167.34

Amount Transferred on Stake Change/Amalgamation of Subsidiaries/ Joint venture (81.57) (0.76) — —

Transfer from General Reserve 13.45 — — —

Transitional Provision of Schedule II Impact(Net of Deferred Tax) (15.19) — — —

Share of Minority Interest TransitionalProvision of Schedule II impact 3.09 — — —

Profit available for Appropriation 2,113.87 1,454.91 750.25 841.29

Appropriations :

Debenture Redemption Reserve 24.91 24.63 22.50 20.98

Special Reserve 54.69 33.53 — —

General Reserve 201.76 501.40 200.00 500.00

Transfer to Capital Redemption Reserve 0.10 — 0.10 —

Proposed Dividend on Preference Share — 0.01 — 0.01

Proposed Dividend on Equity Share 91.10 91.06 91.10 91.06

Equity Dividend relating to Previous period 2.60 0.07 0.02 0.01

Interim Dividend on Preference Share ß — ß —

Corporate Tax on Proposed Dividend 30.13 22.03 18.55 6.67

Corporate Tax on Interim Dividend 25.85 3.59 — —

Corporate Tax on Interim Dividend on ß — ß —Preference Shares

Corporate Tax on Dividend relating toprevious year 0.44 — — —

Closing Balance of Surplus in theStatement of Profit & Loss 1682.29 778.59 417.98 222.56Note: Figures of ` 50,000 or less have been denoted by ß.


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Redemption of Preference Shares:

In accordance with the composite Scheme of

Arrangement between Aditya Birla Nuvo Limited

and Madura Garments Exports Limited and MG

Lifestyle Clothing Company Private Limited and

Peter England Fashion and Retail Limited,

5000 - 6% Redeemable Cumulative Preference

Shares of ` 100 each fully paid were issued to

Infocyber India Private Limited and Naman Finance

& Investment Private Limited respectively on

1st January, 2010.

In terms of the issue of the Preference Shares,

these Preference Shares were ordinarily

redeemable upon completion of five years from

1st January 2010, at face value. However, the

Company had the right to redeem the Preference

Shares at any time before the due date of

redemption by giving 30 days’ notice to the

shareholders, subject to appropriate approvals as

may be necessary.

These Preference Shares were redeemed at face

value on 29th September, 2014, out of the profits of

the Company and dividend was paid thereon for

the said period.

DIVIDEND

For the financial year ended on 31st March, 2015,

your Directors have recommended for your

consideration a dividend of:

i. ` 7 per Equity Share of ` 10 each (last year

` 7 per Equity Share); and

ii. Dividend of ` 2.99 per Preference Share of

` 100 each paid on 29th September, 2014

pro-rata (last year ` 6 per Preference Share).

The dividend on the equity shares, if approved by

the shareholders, would involve cash outflow of

` 109.65 Crore (including Corporate dividend Tax

of `18.55 Crore) compared to ` 97.73 Crore

(including Corporate Dividend Tax of ̀ 6.67 Crore)

paid for the year 2013-14.

The equity shares as may be allotted upon the

exercise of options granted under the Employees

Stock Option Schemes and out of the Share Capital

Suspense before the Book Closure for payment of

dividend will rank paripassu with the existing

shares and shall also be entitled to receive the

aforesaid dividend.

TRANSFER TO RESERVES

We propose to transfer ` 200 Crore to general

reserve. An amount of ` 417.98 Crore is proposed

to be retained in the profit and loss account of the

Company.

FINANCE

During the year 2014-15, your Company has:

- Raised long-term loans, aggregating to` 37.42 Crore by way of Rupee Term Loan(including Finance Lease Liability) and ` 300Crore by way of issue of Non ConvertibleDebentures (NCDs);

- Repaid term loans (including ForeignCurrency Borrowings and Finance LeaseLiability) aggregating to ` 227.88 Crore;

- Refinanced foreign currency borrowingsaggregating to ` 702.97 Crore to get thebenefit of lower interest cost.

PUBLIC DEPOSITS

During the year under review, your Company hasnot accepted any deposits from the public fallingunder Section 73 of the Act and the Companies(Acceptance of Deposits) Rules, 2014 and as suchno amount of principal or interest was outstandingas on the balance sheet date.

CORPORATE GOVERNANCE

Your Company is committed to maintaining thehighest standards of Corporate Governance andadhering to the Corporate Governancerequirements set out by Securities and ExchangeBoard of India (SEBI). During the year under review,your Company was in compliance with theprovisions of Clause 49 of the Listing Agreementwith the Stock Exchanges pertaining to thecorporate governance compliances.

The Report on Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement formspart of the Annual Report. The Statutory Auditors’Certificate confirming compliance with Clause 49of the Listing Agreement with Stock Exchanges isgiven in Annexure I and the same forms part ofthe Directors’ Report.


In terms of the provisions of Clause 49 of the ListingAgreement, the Management Discussion andAnalysis is set out in this Annual Report.

SUBSIDIARIES, JOINT VENTURES, ANDASSOCIATE COMPANIESSubsidiary Companies

During the year,the following changes have taken

place in the Subsidiary Companies:


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• Aditya Birla Financial Services Private Limited,

a holding company for all financial services

business of the Company except Birla Sun Life

Insurance Company Limited, which is held

directly by the Company due to regulatory

reasons, has been converted into a Public

Limited Company viz. Aditya Birla FinancialServices Limited on 4th December, 2014 for

business expansion and future growth.

• Birla Sun Life Pension Management Limited,

a wholly owned subsidiary of Birla Sun Life

Insurance Company Limited, has been

incorporated on 9 th January, 2015 for

management of pension fund under National

Pension Scheme (NPS). The company is

registered with Pension Fund Regulatory and

Development Authority.

• Birla Sun Life Asset Management Company

Limited has acquired mutual fund schemes

and portfolio accounts from ING Investment

Management (India) Pvt. Ltd. in September

2014.

• Aditya Birla Customer Services Private

Limited, which runs My Universe, an online

personal finance management portal, has

been converted into a Public Limited

Company viz. Aditya Birla Customer Services

Limited on 7th January, 2015 for business

expansion and future growth.

• International Finance Corporation (IFC) has

entered into an agreement and acquired stake

in Aditya Birla Customer Services Limited in

December 2014 for strategic financial

investment in the company.

• Aditya Birla Housing Finance Limited

commenced its housing finance business in

October 2014 and built a book size of ` 142

Crore as on 31st March 2015.

• Aditya Birla Finance Limited, a subsidiary

of the Company, sold its entire holding in

Aditya Birla Securities Private Limited on

10th September, 2014 to a promoter group

Company. Consequently Aditya Birla

Securities Private Limited has ceased to be

the subsidiary of the Company.

• The Company had applied for winding up of

Aditya Vikram Global Trading House Limited

(AVGTHL), its overseas subsidiary, registered

in Mauritius, and on 30th September, 2014

AVGTHL was liquidated and the entire funds

available were distributed to the shareholders.

Accordingly, the Company has received funds

available with AVGTHL.

The Policy of determining material subsidiaries

may be accessed on the Company’s website at

the link below:

http://adityabirlanuvo.com/pdf/policy_material

_subsidiaries.pdf

JOINT VENTURE

IDEA Cellular Limited is the Joint Venture of the

Company and continues to be the Joint Venture,

during the year under review.

ASSOCIATE COMPANIES

During the year, the Company has sold its stake in

Birla Securities Limited, an Associate Company.

A report on the performance and financial position

of each of the subsidiaries, associates and joint

venture companies as per Section 129(3) of the

Companies Act, 2013 (“the Act”) and the Rules

made there under is provided as Annexure II of

the Consolidated Financial Statement and hence

not repeated for the sake of brevity.

The audited financial statements of your

Company’s subsidiaries and related information

have been placed on the website of your Company

viz. www.adityabirlanuvo.com. Any Member, who

is interested in obtaining a copy of audited financial

statements of your Company’s subsidiaries may

write to the Company Secretary at the Registered

Office of your Company.

CONSOLDATED FINANCIAL RESULTS

The Consolidated Financial Statements have been

prepared in accordance with the provisions of the

Section 129(3) of the Act, read with the Companies

(Accounts) Rules, 2014, applicable Accounting

Standards and the provisions of the Listing

Agreement with the Stock Exchanges and forms

part of the Annual Report.

HUMAN RESOURCES

Your Company believes that human resources will

play a critical role in its future growth. With an

unswerving focus on nurturing and retaining talent,

your Company provides avenues for learning and

development through functional, behavioural and

leadership training programs, knowledge

exchange conferences, and providing


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communication channels for information sharing,

to name a few of the initiatives.

DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORK-PLACE PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013During the year under review, your Company hasnot received any complaint under the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICYIn compliance with the provisions of Section 177(10) of the Act and Clause 49 of the ListingAgreement, your Company has in place a vigilmechanism for the directors and employees toreport concerns about unethical behaviour, andactual or suspected fraud or violation of yourCompany’s Code of Conduct. Adequatesafeguards are provided against victimization tothose who avail of the mechanism and access tothe Chairman of the Audit Committee in exceptionalcases is provided to them. The vigil mechanism isposted on the Company’s website atwww.adityabirlanuvo.com.

PARTICULARS OF EMPLOYEES ANDRELATED DISCLOSURESIn accordance with the provisions of Section197(12) of the Act read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the names and otherparticulars of employees are to be set out in theDirectors’ Report, as an addendum thereto.However, having regard to the provisions of Section136(1) of the Act, the Annual Report excluding theaforesaid information about the employees, isbeing sent to the Members of the Company. Thesaid information is available for inspection at theRegistered Office of your Company during theworking hours. Any Member interested in obtainingsuch particulars may write to the CompanySecretary at the Registered Office of the Companyand the same will be furnished on request.

Disclosures pertaining to remuneration and otherdetails as required under Section 197(12) of theAct read with Rule 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are appended as Annexure

to the Boards’ Report as Annexure III.

EXTRACT OF ANNUAL RETURNIn terms of the provisions of Section 92 (3) of the

Act read with the Companies (Management and

Administration) Rules, 2014, an extract of the

Annual Return of your Company for the financial

year ended 31st March, 2015 in Form MGT-9 is

given in Annexure IV to this report.

BUSINESS RESPONSIBILITY REPORTAs per Clause 55 of the Listing Agreement with

the Stock Exchanges, a separate section on

Business Responsibility Reporting forms part of

this Annual Report.

RELATED PARTY TRANSACTIONSDuring the financial year, your Company has

entered into related party transactions which were

on an arm’s length basis and in the ordinary course

of business. The Company has not entered into

any transaction with any related party which could

be considered material in accordance with the

Listing Agreement and the Policy of the Company

on materiality of related party transactions. All

related party transactions have been approved by

the Audit Committee of the Board of Directors of

your Company and the same are being reviewed

by it on a periodic basis. The Policy on the Related

Party Transactions as approved by the Audit

Committee and the Board of your Company is

posted on the Company’s website viz.

www.adityabirlanuvo.com.

The details of contracts and arrangement with

related parties of your Company for the financial

year ended 31st March, 2015 is given in Note No.

42 to the financial statements.

RISK MANAGEMENTYour Directors have constituted a Risk

Management Committee which has been entrusted

with the responsibility to review the risk

management plan / process of your Company. This

Committee identifies the potential risks, assesses

their potential impact and takes timely actions to

mitigate the same. The Risk Management

framework and the Risk Management approach

are covered in the Management Discussion and

Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL AND THEIRADEQUACYYour Company has in place adequate internal

control systems commensurate with the size of its

operations. The internal control systems,

comprising of policies and procedures, aredesigned to ensure sound management of yourCompany’s operations, safekeeping of its assets,optimal utilization of resources, reliability of its

financial information and compliance. Clearly


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defined roles and responsibilities have been

institutionalized. Systems and procedures are

periodically reviewed to keep pace with the

growing size and complexity of your Company’s

operations.

DIRECTOR’S RESPONSIBILITY STATEMENT

The audited accounts for the year under review

are in conformity with the requirements of the Act

and the Accounting Standards. The financial

statements reflect fairly the form and substance of

transactions carried out during the year under

review and reasonably present your Company’s

financial condition and results of operations.

Based on the information and explanations

obtained by your Directors from the management

of your Company, your Directors state that:

i) in the preparation of the Annual Accounts for

the financial year ended 31st March, 2015, the

applicable accounting standards have been

followed along with proper explanations

relating to material departures, if any;

ii) the Directors have selected such accounting

policies and applied them consistently and

made judgments and estimates that are

reasonable and prudent so as to give a true

and fair view of the state of affairs of the

Company as at 31st March, 2015 and of the

profit of the Company for the year ended on

that date;

iii) the Directors have taken proper and sufficient

care for the 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;

iv) the Directors have prepared the Annual Accounts

of the Company on a going concern basis;

v) the Directors have laid down internal financial

controls and that such internal financial control

are adequate and are operating effectively;

and

vi) the Directors have devised proper systems to

ensure compliance with the provisions of all

applicable laws and that such systems are

adequate and operating effectively.

PARTICULARS OF LOAN, GUARANTEE ANDINVESTMENT

Details of Loans, Guarantees and Investments

covered under the provisions of Section 186 of the

Act read with Companies (Meetings of Board and

its Powers) Rules, 2014 are given in the Note No.

42 to the financial statements.

EMPLOYEE STOCK OPTION SCHEMES 2006and 2013 (ESOS 2006 & ESOS 2013)

ESOS – 2006

During the year 5,430 Stock Options have vested

in eligible employees. The Nomination and

Remuneration Committee (“the Committee”)

allotted 52,221 equity shares of ` 10 each of your

Company upon exercise of Stock Options by the

employees.

ESOS – 2013

During the year, the Committee granted 35,060

Stock Options and 12,630 Restricted Stock Units

to eligible employees of your Company subject to

the provisions of the Company’s Employee Stock

Option Scheme (“Scheme – 2013”). 12,559 Stock

Options have vested in the option grantees in terms

of the provisions of the Scheme 2013. However,

no Restricted Stock Units have vested in the

option grantees in terms of the provisions of

Scheme 2013.

The summary information on Options and

Restricted Stock Units granted under the above

mentioned schemes are provided in Annexure Vto this Report.

A certificate received from the Statutory Auditors

on the implementation of your Company’s

Employees Stock Option Scheme 2006 and

Employees Stock Option Scheme 2013 will be

placed at the ensuing Annual General Meeting for

inspection by the Members.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information on conservation of energy, technology

absorption, foreign exchange earnings and out go,

required to be disclosed pursuant to provision of

Section 134 of the Act read with the Companies

(Accounts) Rules, 2014 is given in Annexure VI tothis Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions Section 135 of the Act

read with Companies (Corporate Social

Responsibility Policy) Rules, 2014, the Board of

Directors of your Company has constituted a

Corporate Social Responsibility (“CSR”) Committeewhich is chaired by Mrs. Rajashree Birla. The other


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Members of the Committee are Ms. Tarjani Vakil,an Independent Director and Mr. Lalit Naik,the Managing Director of your Company.

Dr. (Mrs.) Pragnya Ram, Group Executive

President, Corporate Communications & CSR, is

a Permanent Invitee to the Committee. Your

Company also has in place a CSR Policy and the

same is available on the website of the Company

at www.adityabirlanuvo.com.The Committee

places before the Board the details of the activities

to be undertaken during the year.

Your Company is a caring corporate citizen and

lays significant emphasis on the development of

the host communities around which it operates.

With this intent, the Company has identified several

projects relating to Social Empowerment & Welfare,

Infrastructure Developments, Sustainable

Livelihood, Health Care and Education during the

year and initiated various activities in neighbouring

villages around the plant locations.

The work on several CSR initiatives has gained

momentum during the year, resulting in a spend

of ` 9.61 Crore (the same being 2.04% of the

average net profits of the last 3 years as defined

for the purposes of CSR). A detailed report is

attached as Annexure VII forming part of this

report.

DIRECTORS

Changes in Board constitution –

Mr. B. L. Shah, the Non-Executive Director of your

Company, resigned from the Board of your

Company with effect from 25th September, 2014.

Dr. Rakesh Jain stepped down as the Company's

Managing Director and as Director from the close

of business hours on 30th June, 2014 due to his

personal commitments. The Board places on

record its deep appreciation for the services

rendered by them during their tenure as the

Members of the Board. Mr. Lalit Naik, the Deputy

Managing Director has been appointed as the

Managing Director w.e.f. 1st July, 2014.

Mr. Kumar Mangalam Birla and Mr. T.

Chattopadhyay retire from office by rotation and

being eligible, have offered themselves for re-

appointment. The Directors recommend the said

re-appointments. Items seeking your approval on

the above re-appointments are included in the

Notice convening the Annual General Meeting.

Brief resumes of the Directors seeking re-

appointments form part of the Notice of the ensuing

Annual General Meeting.

Further details on the Board of Directors are

provided in the Corporate Governance Report

forming part of this Annual Report.

Meetings of the Board –

During the year, the Board of Directors of your

Company met 5 times to deliberate on various

matters. The details of Board Meetings and the

meeting of Independent Directors held are given

in the Corporate Governance Report.

Composition of the Audit Committee –

The Board has constituted the Audit Committee

which comprises of Ms. Tarjani Vakil, Mr. B. R. Gupta,

Mr. G. P. Gupta, and Mr. P. Murari as the members.

Other details of the Audit Committee are listed in

the Corporate Governance Report. The Audit

Committee met 7 times during the year under review.

Independent Director’s Statement –

The Independent Directors on your Company’s

Board have given their respective declarations that

they meet the criteria of Independence as provided

in Section 149(6) of the Act and Clause 49 of the

Listing Agreement.

Policy on Appointment and Remuneration ofDirectors and Key Managerial Personnel –

The appointment and remuneration of Directors

and KMPs is as per policy of your Company.

Annual Evaluation –

Pursuant to the provisions of the Act and Clause

49 of the Listing Agreement, the Board assessed

and evaluated the effectiveness of its functioning

and that of the Committees and of the individual

Directors by seeking their inputs on various

aspects of the Board/Committee Governance. The

Nomination and Remuneration Committee (NRC)

and the Board have reviewed the performance of

the individual directors and the Chairman on the

basis of criteria such as contributions at the

meetings, their preparedness, inputs, etc., on the

issues to be discussed.

The details of programme for familiarisation of the

Independent Directors of your Company is

available on the Company’s website viz.


Remuneration Policy -

The NRC has formulated the Remuneration policy of

your Company which is attached as Annexure VIII


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to this report. Details of policy are available on the

Company’s website viz.www.adityabirlanuvo.com.

KEY MANAGERIAL PERSONNEL

During the year, Mrs. Hutokshi Wadia, Company

Secretary and Compliance Officer, resigned from

the services of the Company, w.e.f. 1st March, 2015,

consequent to her movement to another group

company. Your Board has appointed Mr. Ashok

Malu as the Company Secretary and Compliance

Officer of the Company effective 1st March, 2015.

AUDITORS

STATUTORY AUDITORS AND THEIR REPORT

M/s. Khimji Kunverji & Co., and S R B C & Co. LLP,

Joint Statutory Auditors of the Company, retire at

the ensuing Annual General Meeting and are eligible

for re-appointment. The Auditors have given their

consent in writing and have furnished a certificate

to the effect that their re-appointment, if made, would

be in accordance with the provisions of Section 139

(1) of the Act and that they meet with the criteria

prescribed under Section 141 of the Act. Your

Directors recommend their re-appointment at the

ensuing Annual General Meeting.

The Notes on financial statement referred to in the

Auditors’ Report are self-explanatory and do not

call for any further comments. The Auditors’ Report

does not contain any qualification, reservation or

adverse remark.

COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of the Section 148 of the

Act read with the Companies (Cost Records and

Audit) Amendment Rules, 2014, the Board of

Directors of your Company have, on the

recommendation of the Audit Committee,

appointed the following Cost Auditors for

conducting the audit of the cost records of the

Company for the financial year 2015-16 at the

remuneration as mentioned in the Notice

convening the AGM:-

i) M/s. Ashwin Solanki & Associates, Cost

Accountants Firm Registration Number -

100392 - for Indian Rayon, Veraval – for

Viscose Filament Yarn and Chemicals

ii) M/s. K. G. Goyal & Associates, Cost


000024 - for Indo Gulf Fertilisers, Jagdishpur-

for Fertilisers

iii) M/s. R. Chakraborty & Associates, Cost


100481 - for Jaya Shree Textiles, Rishra – for

Textiles, and

iv) M/s. S. S. Puranik & Associates, Cost


100313 - for Insulators – Halol & Rishra.

As required under the Act, the remuneration

payable to the cost auditor is required to be placed

before the Members at the general meeting for their

ratification. Accordingly, a Resolution seeking

Member’s ratification for the remuneration payable

to Cost Auditors is included in the notice convening

the Annual General Meeting. The members are

requested to ratify the remuneration payable to the

Cost Auditors for 2015-16.

Your Compay has filed the Cost Audit and

Compliance Report for Financial Year 2014 with

the Government.

SECRETARIAL AUDITORS

In terms of the provision of the Section 204 of the

Act read with Companies (Appointment and

Remuneration of Managerial Personnel) Rules,

2014, your Board has appointed M/s. BNP &

Associates, Company Secretaries, Mumbai as the

Secretarial Auditor for conducting a Secretarial

Audit of your Company for the financial year ended

31st March, 2015. The report of the Secretarial

Auditors is attached as Annexure IX. The

Secretarial Audit Report does not contain any

qualification, reservation or adverse remark.

AWARDS AND RECOGNITION• Indo Gulf Fertlisers:

i) Global CSR Excellence & Leadership

Award for best use of CSR Practice in

Manufacturing awarded by World CSR

Congress, World CSR Day & World CSR

Federation on 17th February, 2015

• Aditya Birla Insulators – Halol Division:i) Greentech foundation “GOLD” Award for

outstanding achievements in Best

Strategy in Human Resource received

from Greentech Foundation for Best

Strategy in Human Resource, on

27th June, 2014

ii) Certificate of recognition for Occupational

Health & Safety Management System,

received from the British Standards

Institution (BSI)for maintaining ISO

Certifications.


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• Madura Fashion & Lifestyle:Van Heuseni) Marketing Campaign of the Year - Global

Marketing Excellence Awards

ii) Retail Marketing Campaign of the Year -

Asia Retail Congress

iii) Impactful Retail Design - Asia Retail

Congress

iv) Social Media Campaign of the Year - Asia

Retail Congress

v) Best use of LinkedIn - Asia Retail Congress

vi) Best use of Twitter - Asia Retail Congress

vii) Best Loyalty program of the year - AIMIA

loyalty awards

viii) Best Design concept of the year - Images

Fashion Awards

ix) Most Valuable Brand in the clothing

category - WCRC

Allen Sollyi) Social Media Awards – (Best Use of

Twitter Award) - Youth Marketing Forum

ii) Best Menswear Brand – (Western wear)

– Images Fashion Awards

OTHER DISCLOSURES

• Your Company has not issued:-

- any shares with differential voting;

- any sweat equity shares

• There are no significant and material orders

passed by the regulators or courts or tribunals

impacting the going concern status and

Company’s operations in future.

• There were no material changes and

commitments affecting the financial position

of your Company between end of the financial

year and the date of this report.

• There was no revision in the financial

statements.

APPRECIATION

Your Directors take this opportunity to express their

sincere appreciation for the excellent support and

co-operation extended by the shareholders,

customers, suppliers, bankers and other business

associates. Your Directors gratefully acknowledge

the ongoing cooperation and support provided by

Central and State Governments and all Regulatory

bodies.

Your Directors place on record their deep

appreciation for the exemplary contribution made

by the employees of the Company at all levels.

Their dedicated efforts and enthusiasm have been

pivotal to your Company’s growth.

For and on behalf of the Board

Kumar Mangalam Birla

Chairman

(DIN: 00012813)

Mumbai, 14th May, 2015


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AUDITORS’ CERTIFICATE

To,

The Members of

Aditya Birla Nuvo Limited

We have examined the compliance of conditions of Corporate Governance by Aditya Birla Nuvo Limited,

for the year ended on March 31, 2015, as stipulated in clause 49 of the Listing Agreement of the said

Company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for ensuring

the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify

that the Company has complied with the conditions of Corporate Governance as stipulated in the above

mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For and of behalf ofKhimji Kunverji & Co.Chartered Accountants

ICAI Firm Registration Number: 105146W

per Shivji VikamseyPartner

Membership Number: 2242

Mumbai

Date: May 14, 2015

DIRECTORS’ REPORT - ANNEXURE I

For and of behalf ofS R B C & CO LLPChartered Accountants

ICAI Firm Registration Number: 324982E

per Vijay ManiarPartner

Membership Number: 36738

Mumbai

Date: May 14, 2015

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Statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of Companies(Accounts) Rules, 2014 related to Associate Companies and Joint Ventures in the prescribedForm AOC-1

Part ‘‘B’’ : Joint venture

Sr.No. Name of the Joint Venture Idea Cellular Limited

1 Latest audited balance sheet date 31st March, 2015

2 Shares of Joint Ventures held by the Company on the year end

i) Number 83,75,26,221

ii) Amount of Investment in Joint Venture (` Crore) 2,355.81

iii) Extend of Holding % 23.28%

3 Description of how there is significant influence N.A.

4 Reason why the joint venture is not consolidated N.A.

5 Net worth attributable to shareholding as per latest audited Balance Sheet (` Crore) 4,928.17

6 Profit for the year

i) Considered in Consolidation 755.68

ii) Not considered in Consolidation N.A.

Notes:

1 During the year, Birla Securities Limited, has ceased to be an associate


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The information required under Section 197 of the Companies, 2013 read with Rule 5(1) ofCompanies (Appointment and Remuneration) Rules, 2014 are given below:

i) The ratio of the remuneration to each Director to the median remuneration of the employees of the

Company for the financial year:

Sr. Name of Director/ Designation Remuneration % increase in Ratio of Comparison of theNo. Key Managerial for the financial Remuneration remuneration of remuneration of

Personnel (KMP) year 2014-15 in the financial each Director to the KMP against(` in Lakh) year 2014-15 median of the the performance

Companyremunerationof employees

1 Mr. Kumar Mangalam Birla Chairman & Non-

Executive Director 410.60 1.38% 190.10 Not Applicable

2 Mrs. Rajashree Birla Non-Executive Director 15.25 -5.22% 7.06 Not Applicable

3 Mr. B. L. Shah1 Non-Executive Director 1.40 -35.19% 0.65 Not Applicable

4 Mr. P. Murari Independent Director 2.70 8.00% 1.25 Not Applicable

5 Mr. B. R. Gupta Independent Director 4.70 -17.83% 2.18 Not Applicable

6 Ms. Tarjani Vakil Independent Director 5.55 -6.72% 2.57 Not Applicable

7 Mr. S. C. Bhargava Independent Director 4.80 54.84% 2.22 Not Applicable

8 Mr. G. P. Gupta Independent Director 3.15 -60.53% 1.46 Not Applicable

9 Mr. T. Chattopadhyay Non-Executive Director 1.85 22.52% 0.86 Not Applicable

10 Dr. Rakesh Jain2 Managing Director 672.42 Not Applicable Not Applicable

11 Mr. Lalit Naik3 # Managing Director 330.39 2.55% 152.97

12 Mr. Sushil Agarwal# Whole- time Director 249.77 16.61% 115.44

13 Ms. Hutokshi Wadia4 Company Secretary 47.11 - Not Applicable

14 Mr Ashok Malu5 Company Secretary 7.30 - Not Applicable

Notes:

• Remuneration includes commission payable to Non Executive and Independent Directors for the financial year ended 31st

March, 2015 which is within the overall ceiling approved by the Members of the Company.

• Sitting fees paid to Non-Executive and Independent Directors are excluded.

• Stock options exercised by Managing Director(s) and Whole-time Director are excluded.

• The remuneration paid to the Key Managerial Personnel includes variable pay for the financial year ended

31st March, 2014 which were paid during the financial year 2014-15.

# One time incentive payment made in financial year 2014-15 to Mr Lalit Naik (` 190.10 Lakh) and Mr Sushil Agarwal ( ` 50.00

Lakh) has been excluded for calculation of increase in remuneration.

1. Mr. B L Shah ceased to be the Director of the Company with effect from 25th September, 2014 and hence remuneration paid

is not comparable.

2. Remuneration paid to Dr. Rakesh Jain during the financial year under review 2014-15 was not for full financial year since he

was Managing Director upto 30th June, 2014 and hence is not comparable. Details of % increase in remuneration and Ratio of

median to median employees remuneration are not provided since he was a Director only for part of the financial year 2014-

15.

3. Mr Lalit Naik who was appointed as a Managing Director with effect from 1st July, 2014 and the remuneration paid to him

during the previous financial year 2013-14 and the financial year under review 2014-15 is not comparable.

4. Remuneration paid to Ms. Hutokshi Wadia during the previous financial year 2013-14 and the financial year under review

2014-15 was/were not for full financial year (1st August 2013 being her date of appointment and 28th February 2015 being date

of cessation as a Company Secretary) and hence remuneration is not comparable.

5. Mr. Ashok Malu was appointed as a Company Secretary with effect from 1st March, 2015 and remuneration paid was not for

full financial year and hence remuneration is not comparable.

DIRECTORS’ REPORT - ANNEXURE III

StandaloneOperating Profitbefore Interest,

Depreciation andTax (excluding

Other Income) hasincreased by 16%

in FY 2014-15

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ii. The median remuneration of employees of the Company for the financial year 2014-15 was ` 2.16 lakh.

iii. During the financial year under review, there was an increase of 10.02% in the median remuneration

of employees. The calculation of percentage increase in median remuneration is done based on

comparable employees.

iv. There were 18,052 permanent employees on the rolls of Company as on 31st March, 2015.

v. Relationship between average increase in remuneration and Company performance:-

Standalone Operating Profit before Interest, Depreciation and Tax (excluding other income) for the

financial year ended 31st March, 2015 increased by 16%.

The average increase made in the salaries of employees other than the managerial personnel in the

last financial year i.e. 2014-15 was 12.69%. The increase in average remuneration of the employees

of the Company was in line with the Human Resource Philosophy & Performance of the Company

and was in line with the market trends.

vi. Comparison of the Remuneration of the Key Managerial Personnel(s) against the performance

of the Company: The details of the same is provided in point no. (i) above.

vii a. Variations in the market capitalisation of the Company, price earnings ratio as at the closing

date of the current financial year and previous financial year:

Particulars 31st March 2015 31st March 2014 % Change

Market Capitalisation (` in Crore) 21,654 14,196 52.50%

Price Earnings Ratio based on

consolidated earnings 15.29 11.85 29.03%

b. Percent increase over/decrease in the market quotations of the shares of the Company as

compared to the rate at which the Company came out with the last public offer.

The last offer of shares to the public was made in 2006-2007 which was Rights Issue of 98,26,638

Equity shares of `10 each at a premium of `783 per equity share as against this, the closing

price of the Company’s equity shares on the National Stock Exchange of India Limited (NSE) as

at 31st March, 2015 was ` 1663.90, an increase of 109.82%.

viii. During the financial year under review, the average percentage increase made in the salaries of

employees other than the managerial personnel was 12.69% and the increase in the managerial

remuneration was 8.16%, based on the performance of the Company for the financial year ended

31st March, 2014.

ix The key parameters for the variable component of remuneration availed by the directors: Based on

the recommendations of the Nomination, and Remuneration Committee as per the Remuneration

Philosophy / Policy of the Company.

x. During the year none of the employees of the Company received remuneration higher than the

Directors of the Company.

xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Philosophy/Policy of the

Company.

DIRECTORS’ REPORT - ANNEXURE III

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Form No. MGT – 9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2015Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS

i) CIN L17199GJ1956PLC001107

ii) Registration Date 26-09-1956

iii) Name of the Company Aditya Birla Nuvo Limited

iv) Category / Sub-Category of the Company Public Limited Company / Limited by Shares

v) Address of the Registered office Indian Rayon Compound, Veraval - 362 266,

and contact details Gujarat. Tel No. - 91-2876-245711

Fax No. - 91-2876-243220

vi) Whether Listed company Yes

vii) Name, Address and Contact details In-House RTA Activity

of Registrar and Transfer Agent, if any.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company are given

below:

Sl. Name and Description of main NIC Code of the % to total turnoverNo. products/services Product/ service of the Company

1 Branded Apparels and Accessories 1410 39.63%

2 Textiles 1311 16.03%

3 Agri - business (Fertilisers,

Agro-Chemicals and Seeds) 201 & 202 28.57%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSl. Name of the Address of the CIN /GLN Holding/ % of shares ApplicableNo. Subsidiary Company Company Subsidiary/ held Section

Associate

1 Aditya Birla Financial Services Indian Rayon U67120GJ2007PLC058890 Subsidiary 100.00% 2(87)(ii)

Limited (ABFSL) (Formerly known Compound, Veraval,

as Aditya Birla Financial Services Gujarat-362266

Private Limited)

2 Aditya Birla Capital Advisors One Indiabulls Centre, U74140MH2008PTC179360 Subsidiary 100.00% 2(87)(ii)

Private Limited (ABCAPL) Tower 1, 18th Floor,

(Subsidiary of ABFSL) Jupiter,Mill Compound,

841, S. B. Marg,

Elphinstone Rd.

Mumbai-400013

3 Aditya Birla Customer Services Aditya Birla Centre, U93000MH2008PLC186669 Subsidiary 100.00% 2(87)(ii)

Limited (ABCSL) (Formerly S.K. Ahire Marg, Worli,

known as Aditya Birla Customer Mumbai-400030

Services Private Limited)

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Sl. Name of the Address of the CIN /GLN Holding/ % of shares ApplicableNo. Subsidiary Company Company Subsidiary/ held Section

Associate

4 Aditya Birla Trustee Company Aditya Birla Centre, U74999MH2008PTC186670 Subsidiary 100.00% 2(87)(ii)

Private Limited (ABTCPL) S.K. Ahire Marg, Worli,

(Subsidiary of ABFSL) Mumbai-400030

5 Aditya Birla Money Limited Indian Rayon Compound L65993GJ1995PLC064810 Subsidiary 75.00% 2(87)(ii)

(ABML) (Subsidiary of ABFSL) Veraval, Gujarat-362266

6 Aditya Birla Commodities Broking Indian Rayon Compound, U51501GJ2003PLC065196 Subsidiary 75.00% 2(87)(ii)

Limited (ABCBL) (100% Subsidiary Veraval, Gujarat-362266

of ABML)

7 Aditya Birla Financial Shared One Indiabulls Centre, U65999MH2008PLC183695 Subsidiary 100.00% 2(87)(ii)

Services Limited (ABFSSL) Tower 1, 18th Floor,

(Subsidiary of ABFSL) Jupiter, Mill Compound,

841, S. B. Marg,

Elphinstone Rd.

Mumbai-400013

8 Aditya Birla Finance Limited (ABFL) Indian Rayon Compound, U65990GJ1991PLC064603 Subsidiary 100.00% 2(87)(ii)

(Subsidiary of ABFSL) Veraval, Gujarat-362266

9 Aditya Birla Securities Private Aditya Birla Centre, U67190MH2008PTC179283 Subsidiary 100.00% 2(87)(ii)

Limited (ABSPL) (Subsidiary of S.K. Ahire Marg, Worli,

ABFL) (ceased to be subsidiary Mumbai-400030

w.e.f. 10th September 2014)

10 Aditya Birla Insurance Brokers Indian Rayon Compound, U99999GJ2001PLC062239 Subsidiary 50.01% 2(87)(ii)

Limited (ABIBL) (Subsidiary of Veraval, Gujarat-362266

ABFSL)

11 Aditya Birla Money Mart Limited Indian Rayon Compound, U61190GJ1997PLC062406 Subsidiary 100.00% 2(87)(ii)

(ABMML) (Subsidiary of ABFSL) Veraval, Gujarat-362266

12 Aditya Birla Money Insurance Indian Rayon Compound, U66030GJ2001PLC062240 Subsidiary 100.00% 2(87)(ii)

Advisory Services Limited Veraval, Gujarat-362266

(Subsidiary of ABMML)

13 Birla Sun Life Asset Management One Indiabulls ,Tower 1, U65991MH1994PLC080811 Subsidiary 51.00% 2(87)(ii)

Company Limited (BSAMC) 17th Floor, Jupiter, Mill,

(Subsidiary of ABFSL) 841, S. B. Marg,

Elphinstone Rd.

Mumbai-400013

14 Birla Sun Life AMC (Mauritius) Ltd. IFS Court, Twenty Eight, Foreign Company Subsidiary 51.00% 2(87)(ii)

(100% Subsidiary of BSAMC) Cybercity Ebene Mauritius

15 Aditya Birla Sun Life AMC Ltd., Unit 05, Floor-7, Currency Foreign Company Subsidiary 51.00% 2(87)(ii)

Dubai (100% Subsidiary of BSAMC) House - Building 1,

Dubai International

Financial Centre,

Dubai, 482027,

United Arab Emirates

16 Aditya Birla Sun Life AMC Pte. Ltd., 1 Marina Boulevard Foreign Company Subsidiary 51.00% 2(87)(ii)

Singapore (100% Subsidiary of #28-00, One Marina

BSAMC) Boulevard, 018989,

Singapore

17 India Advantage Fund Limited IFS Court, Twenty Eight Foreign Company Subsidiary 51.00% 2(87)(ii)

(Subsidiary of BSAMC) Cybercity Ebene Mauritius

18 International Opportunities Fund 3rd Floor, Queens gate Foreign Company Subsidiary 51.00% 2(87)(ii)

SPC(IOF) (Subsidiary of BSAMC) House, 113 South Church

Street, Grand Cayman,

KY 1-1002

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19 Birla Sun Life Trustee Company One Indiabulls ,Tower 1, U74899MH1994PTC166755 Subsidiary 50.85% 2(87)(ii)

Private Limited (BSTPL) 17th Floor, Jupiter,Mill,

(Subsidiary of ABFSL) 841, S. B. Marg,

Elphinstone Rd.

Mumbai-400013

20 Aditya Birla Housing Finance Limited Aditya Birla Centre, U65922MH2009PLC194378 Subsidiary 100.00% 2(87)(ii)

(Subsidiary of ABFSL) S.K. Ahire Marg, Worli,

Mumbai-400030

21 ABNL IT & ITES Ltd. (ABNLIT) Aditya Birla Centre, U72300MH2013PLC240678 Subsidiary 100.00% 2(87)(ii)

S.K. Ahire Marg, Worli,

Mumbai-400030

22 Aditya Birla Minacs Worldwide 3rd Floor, Foreign Company Subsidiary 99.85% 2(87)(ii)

Limited (ABMWL) (Subsidiary Millennium Towers,

of ABNLIT)* ITPL Road, Brookefields,

Bangalore– 560 037

23 Aditya Birla Minacs Philippines Inc. 1800 Eastwood Ave Foreign Company Subsidiary 99.85% 2(87)(ii)

(ABMPI) (100 % Subsidiary of Building, 10/F East Wood

ABMWL)* City, Cyber Park 188E

Rodrguez JR Ave,

Bagumbaya,

QC Philippines

24 AV TransWorks Limited (AVTL) 1189 Colonel Sam Drive, Foreign Company Subsidiary 99.85% 2(87)(ii)

(100 % Subsidiary of ABMWL)* Oshawa ON L1H 8W8

25 Aditya Birla Minacs Worldwide Inc. 1189 Colonel Sam Drive, Foreign Company Subsidiary 99.85% 2(87)(ii)

(ABMWI) (100% Subsidiary of AVTL)* Oshawa ON L1H 8W8

26 Aditya Birla Minacs BPO Ltd, U.K. Fairfax House, Foreign Company Subsidiary 99.85% 2(87)(ii)

(ABMBL) (100 % Subsidiary of 15 Fulwood Place,

ABMWI)* London, WCIV 6AY

27 Aditya Birla Minacs BPO Private Unit no. 801, 802, U72400MH1998PTC117241 Subsidiary 100.00% 2(87)(ii)

Limited (ABMBPL) (Subsidiary of 8th Floor, Symphony IT

ABNLIT w.e.f. January 24, 2014, Park,Chandivali

earlier subsidiary of ABMWL) Farm Road, Andheri

(East), Mumbai-400072

28 Minacs Worldwide SA de CV Avenida Moctezuma Foreign Company Subsidiary 99.85% 2(87)(ii)

(MWSC) (100 % Subsidiary of 3515, Esq. López Mateos

ABMWI)* Sur Edificio Astral Plaza,

Guadalajara, Mexico

29 The Minacs Group (USA) Inc.(MGI) 34115 Twelve Mile Road, Foreign Company Subsidiary 99.85% 2(87)(ii)

(100% Subsidiary of ABMWI)* Farmington Hills,

Michigan 48331

30 Bureau of Collection Recovery, 7575 ,Corporate Way, Foreign Company Subsidiary 99.85% 2(87)(ii)

LLC (BCR) (100% Subsidiary of Eden Prairie,

MGI)* Minnesota 55344

31 Minacs Limited, U.K. (ML) (100% Chartered House, 75 Foreign Company Subsidiary 99.85% 2(87)(ii)

Subsidiary of ABMWI)* London Road,Headington,

Oxford, OX3 9BB

32 Minacs Worldwide GmbH (MWGH), Im Eichsfeld 6, 65428 Foreign Company Subsidiary 99.85% 2(87)(ii)

Germany (100 % Subsidiary of ML)* Rüsselsheim

33 Minacs Kft., Hungary (100% 1114 Budapest, Foreign Company Subsidiary 99.85% 2(87)(ii)

Subsidiary of MWGH)* Ulászló street 27,

Hungary


Associate

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Associate

34 Aditya Vikram Global Trading House IFS Court, Foreign Company Subsidiary 100.00% 2(87)(ii)

Limited (AVGTHL) (ceased to be Twetny Eight

subsidiary w.e.f. Cybercity, EBENE

29th September 2014)

35 Birla Sun Life Insurance One Indiabulls Centre, U99999MH2000PLC128110 Subsidiary 74.00% 2(87)(ii)

Company Limited (BSLICL) Tower 1, 16th Floor,

Jupiter, Mill Compound,

841, S. B. Marg,

Elphinstone Rd.

Mumbai-400013

36 Birla Sun Life Pension Management One Indiabulls Centre, U66000MH2015PLC260801 Subsidiary 74.00% 2(87)(ii)

Limited (Subsidiary Tower 1, 16th Floor,

of BSLICL) (BSLPML) Jupiter,Mill Compound,

841, S. B. Marg,

Elphinstone Rd.

Mumbai-400013

37 ABNL Investment Limited Indian Rayon Compound, U65910GJ1994PLC022685 Subsidiary 100.00% 2(87)(ii)

(ABNLIL) Junagadh Veraval Road,

Gujarat-362266

38 Shaktiman Mega Food Park Private Survey No. 1507,Indian U45209GJ2010PTC063113 Subsidiary 100.00% 2(87)(ii)

Limited (SMFP) (Ownership interest Rayon Compound,

upto 15th January, 2015, 94.00%) Junagadh Veraval Road,

Gujarat-362266

39 Madura Garments Lifestyle Retail Indian Rayon Compound, U18101GJ2007PLC058604 Subsidiary 100.00% 2(87)(ii)

Company Limited (MGLRCL) Junagadh Veraval Road,

Gujarat-362266

40 Indigold Trade and Services Limited Indian Rayon Compound, U18101GJ2007PLC078595 Subsidiary 100.00% 2(87)(ii)

(ITSL) Junagadh Veraval Road,

Gujarat-362266

41 Pantaloons Fashions and Retail 701-704, 7TH FLOOR, L18101MH2007PLC233901 Subsidiary 72.62% 2(87)(ii)

Limited. (PFRL) (Subsidiary of ITSL) SKYLINE ICON BUSINESS

(Ownership interest upto PARK, 86-92 OFF

29th September 2014, 67.95%) A. K. ROAD,

MAROL VILLAGE,

ANDHERI EAST,MUMBAI,

Maharashtra-400059

JOINT VENTURES

1 IDEA Cellular Limited SUMAN TOWER, L32100GJ1996PLC030976 Joint Venture 23.28% 2(6)

PLOT NO.18, SECTOR-11,

GANDHINAGAR,

Gujarat- 382011

ASSOCIATES1 Birla Securities Limited. (BSL) Apeejay, 2nd Floor, U65990MH1994PLC078597 Associate 50.00% 2(6)

(ceased to be an associate w.e.f. Shahid Bhagat Singh

15th November 2014) Road, Fort,

Mumbai - 400 001

* (ceased to be subsidiary w.e.f. 9th May, 2014)

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the yearshareholders (As on 01.04.2014) (As on 31.03.2015) % Change

Demat Physical Total % of Total Demat Physical Total % of Total during theshares shares year

A. Promoters

1 Indian

(a) Individual/HUF 136,203 - 136,203 0.10 136,203 - 136,203 0.10 -

(b) Central Govt - - - - - - - - -

(c) State Govt (s) - - - - - - - - -

(d) Bodies Corporate 74,308,494 - 74,308,494 57.12 74,308,494 - 74,308,494 57.10 -0.03

(e) Banks/Financial

Institution - - - - - - - - -

(f) Any Other…. - - - - - - - - -

Sub-total (A)(1) 74,444,697 - 74,444,697 57.23 74,444,697 - 74,444,697 57.20 -0.03

2 Foreign

(a) NRIs- Individuals - - - - - - - - -

(b) Other-Individuals - - - - - - - - -

(c) Bodies corp - - - - - - - - -

(d) Banks/Financial

Institution - - - - - - - - -

(e) Any Other—- - - - - - - - - -

Sub-total (A)(2): - - - - - - - - -

Total holding ofPromoter andPromoter Group(A)=(A)(1)+(A)(2) 74,444,697 - 74,444,697 57.23 74,444,697 - 74,444,697 57.20 -0.03

B. Public Shareholding

I. Institutions

(a) Mutual Funds 5,731,662 26,282 5,757,944 4.43 5,592,805 26,059 5,618,864 4.32 -0.11

(b) Banks/FI 8,361,561 12,977 8,374,538 6.44 7,445,695 12,767 7,458,462 5.73 -0.71

(c) Central Govt - - - - - - - - -

(d) State Govt(s) - - - - - - - - -

(e) Venture Capital

Funds - - - - - - - - -

(f) Insurance

Companies 1,503,006 25 1,503,031 1.16 1,469,147 25 1,469,172 1.13 -0.03

(g) FIIs 20,051,176 3,761 20,054,937 15.42 20,381,529 3,695 20,385,224 15.66 0.25

(h) Foreign Venture

Capital Funds - - - - - - - - -

(i) Others (specify) - - - - - - - - -

Sub-total (B)(1): 35,647,405 43,045 35,690,450 27.44 34,889,176 42,546 34,931,722 26.84 -0.59

2 Non-Institutions

(a) Bodies Corp.

(i) Indian 3,168,995 71,200 3,240,195 2.49 3,754,729 67,243 3,821,972 2.94 0.45

(ii) Overseas - - - - - - - - -

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(b) Individuals

i) Individual

shareholders

holding nominal

share capital

upto Rs. 1 lakh 9,726,966 2,313,464 12,040,430 9.26 9,666,871 2,028,526 11,695,397 8.99 -0.27

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs.1lakh 394,996 24,144 419,140 0.32 1,053,406 34,990 1,088,396 0.84 0.51

Qualified Foreign

Investor - - - - - - - - -

c) Others (specify)

Non-Resident

(REP) 486,473 369,461 855,934 0.66 465,851 309,063 774,914 0.60 -0.06

Non-Resident

(Non-REP) 151,647 30,647 182,294 0.14 170,966 18,235 189,201 0.15 0.01

Non-Domestic

Cos/OCB - 8,767 8,767 0.01 - 1,441 1,441 - -0.01

Foreign National 14,737 - 14,737 0.01 14,737 - 14,737 0.01 -

Foreign Financial

Banks 2,465 3,811 6,276 - 2,465 3,792 6,257 - -

Sub-total (B)(2): 13,946,279 2,821,494 16,767,773 12.89 15,129,025 2,463,290 17,592,315 13.52 0.63

Total PublicShareholding(B)=(B)(1)+(B)(2) 49,593,684 2,864,539 52,458,223 40.33 50,018,201 2,505,836 52,524,037 40.36 0.03

TOTAL (A)+(B) 124,038,381 2,864,539 126,902,920 97.55 124,462,898 2,505,836 126,968,734 97.57 0.01

C. Shares held byCustodian forGDRs & ADRs

Promoter and

Promoter Group 1,425,000 - 1,425,000 1.10 1,425,000 - 1,425,000 1.09 -

Public 1,756,381 671 1,757,052 1.35 1,742,788 671 1,743,459 1.34 -0.01

Grand Total(A+B+C) 127,219,762 2,865,210 130,084,972 100.00 127,630,686 2,506,507 130,137,193 100.00 -

i) Category-wise Share Holding (Continued)

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the yearshareholders (As on 01.04.2014) (As on 31.03.2015) % Change

Demat Physical Total % of Total Demat Physical Total % of Total during theshares shares year

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(ii) Shareholding of Promoters

Sr. Shareholder’s name Shareholding at the beginning of the year Share holding at the end of the year % Change inNo. (As on 01.04.2014) (As on 31.03.2015) shareholding

No. of shares % of total %of Shares No. of shares % of total %of Shares during theShares of the Pledged / Shares of the Pledged / year

company encumbered company encumberedto total to totalshares shares

1 Mr. Aditya Vikram Kumar

Mangalam Birla HUF 150 0.00 0.00 150 0.00 0.00 0.00

2 Mr. Kumar Mangalam Birla 4,609 0.00 0.00 4,609 0.00 0.00 0.00

3 Mrs. Rajashree Birla 127,634 0.10 0.00 127,634 0.10 0.00 0.00

4 Mrs. Neerja Birla 1,975 0.00 0.00 1,975 0.00 0.00 0.00

5 Mrs. Vasavadatta Bajaj 1,835 0.00 0.00 1,835 0.00 0.00 0.00

6 Birla Group Holdings

Pvt.Ltd. 3,610,300 2.78 0.00 3,610,300 2.77 0.00 0.00

7 TGS Investment and Trade

Pvt. Ltd. 13,506,736 10.38 0.00 13,506,736 10.38 0.00 0.00

8 Trapti Trading &

Investments Pvt. Ltd. 9,423,935 7.24 0.00 9,423,935 7.24 0.00 0.00

9 Turquoise Investments &

Finance Pvt. Ltd. 6,441,092 4.95 0.00 6,441,092 4.95 0.00 0.00

10 Birla Consultants Ltd. 28,655 0.02 0.00 28,655 0.02 0.00 0.00

11 Birla Industrial Finance

(India) Ltd. 27,790 0.02 0.00 27,790 0.02 0.00 0.00

12 Birla Industrial Investments

(India) Ltd. 5,955 0.00 0.00 5,955 0.00 0.00 0.00

13 ECE Industries Limited 119,163 0.09 0.00 119,163 0.09 0.00 0.00

14 Grasim Industries Limited 3,345,816 2.57 0.00 3,345,816 2.57 0.00 0.00

15 Hindalco Industries Limited 8,650,412 6.65 0.00 8,650,412 6.65 0.00 0.00

16 IGH Holdings Private

Limited 16,352,102 12.57 0.00 16,352,102 12.57 0.00 -0.01

17 Manav Investment &

Trading Co. Ltd. 114,675 0.09 0.00 114,675 0.09 0.00 0.00

18 Pilani Investment &

Industries Corporation Ltd. 187,098 0.14 0.00 187,098 0.14 0.00 0.00

19 Umang Commercial

Company Limited 12,494,765 9.61 0.00 12,494,765 9.60 0.00 0.00

TOTAL 74,444,697 57.23 0.00 74,444,697 57.20 0.00 -0.02

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Particulars Shareholding at the beginning Cumulative Shareholdingof the year (as on 01.04.2014) during the year

No. of shares % of total No. of shares % of totalshares of the shares of the

company company

At the beginning of the year 74,444,697 57.23 74,444,697 57.23

Date wise Increase / Decrease in Promoters Share holding

during the year specifying the reasons for increase / decrease

(e.g. allotment / transfer / bonus/ sweat equity etc): 0 -0.03 0 -0.03

At the end of the year (as on 31.03.2015) 74,444,697 57.20 74,444,697 57.20

Note: (i) There is no change in total shareholding of promoters during 01.04.2014 and 31.03.2015.

(ii) The decrease in % of total promoter holding in the Company from 57.23% to 57.20% is due to increase in total no. of shares of the Company pursuant to allotment of 52,221 shares

against exercise of Options.

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. Name of the Shareholder Shareholding at the beginning Date Increase / Reason Cumultive ShareholdingNo. of the year (as on 01.04.2014) Decrease in during the year

shareholdingNo. of shares % of total No. of % of total

at the beginning shares of the shares shares of the(01.04.2014) / end company company

of the year(31.03.2015)

1 LIFE INSURANCE 8,286,305 6.37 01.04.2014 - - 8,286,305 6.37

CORPORATION OF INDIA 04.04.2014 50,000 Purchase 8,336,305 6.41

(INCLUDING SHARES HELD 30.04.2014 -42,460 Sell 8,293,845 6.38

UNDER VARIOUS 31.07.2014 85,702 Purchase 8,379,547 6.44

SCHEMES/FUNDS) 14.08.2014 63,934 Purchase 8,443,481 6.49

19.09.2014 -20,000 Sell 8,423,481 6.47

30.09.2014 -5,935 Sell 8,417,546 6.47

17.10.2014 -104,095 Sell 8,313,451 6.39

24.10.2014 -53,016 Sell 8,260,435 6.35

31.10.2014 -148,396 Sell 8,112,039 6.23

07.11.2014 -390,756 Sell 7,721,283 5.93

14.11.2014 -117,545 Sell 7,603,738 5.84

21.11.2014 -31,920 Sell 7,571,818 5.82

28.11.2014 -52,475 Sell 7,519,343 5.78

05.12.2014 -43,394 Sell 7,475,949 5.75

12.12.2014 -27,462 Sell 7,448,487 5.72

19.12.2014 84,669 Purchase 7,533,156 5.79

30.01.2015 -45,141 Sell 7,488,015 5.75

07.02.2015 -44,701 Sell 7,443,314 5.72

13.02.2015 -5,477 Sell 7,437,837 5.72

20.02.2015 -77,391 Sell 7,360,446 5.66

27.02.2015 -5,141 Sell 7,355,305 5.65

13.03.2015 -20,000 Sell 7,335,305 5.64

20.03.2015 -10,000 Sell 7,325,305 5.63

7,276,236 5.59 31.03.2015 -49,069 Sell 7,276,236 5.59

2 HSBC GLOBAL INVESTMENT 2,221,276 1.71 01.04.2014 - - 2,221,276 1.71

FUNDS A/C HSBC GIF 13.06.2014 -18,021 Sell 2,203,255 1.69

MAURITIUS LTD. 20.06.2014 -66,148 Sell 2,137,107 1.64

04.07.2014 -4,066 Sell 2,133,041 1.64

04.07.2014 -31,559 Sell 2,101,482 1.61

29.08.2014 -1,710 Sell 2,099,772 1.61

12.09.2014 -11,931 Sell 2,087,841 1.60

19.09.2014 -26,894 Sell 2,060,947 1.58

30.09.2014 -28,748 Sell 2,032,199 1.56

28.11.2014 -35,280 Sell 1,996,919 1.53

1,996,919 1.53 31.03.2015 - 1,996,919 1.53

3 RELIANCE CAPITAL TRUSTEE CO. 1,442,366 1.11 01.04.2014 - No change 1,442,366 1.11

LTD. A/C RELIANCE GROWTH FUND 1,442,366 1.11 31.03.2015 1,442,366 1.11

4 MORGAN STANLEY ASIA 989,158 0.76 01.04.2014 - - 989,158 0.76

(SINGAPORE) PTE. 18.04.2014 -9,500 Sell 979,658 0.75

25.04.2014 -7,750 Sell 971,908 0.75

02.05.2014 -68,626 Sell 903,282 0.69

09.05.2014 -2,000 Sell 901,282 0.69

23.05.2014 -20,251 Sell 881,031 0.68

31.05.2014 -44,035 Sell 836,996 0.64

20.06.2014 -1,500 Sell 835,496 0.64

30.06.2014 -890 Sell 834,606 0.64

11.07.2014 -57,750 Sell 776,856 0.60

18.07.2014 -3,750 Sell 773,106 0.59

25.07.2014 250 Purchase 773,356 0.59

08.08.2014 25,000 Purchase 798,356 0.61

29.09.2014 31,421 Purchase 829,777 0.64

17.10.2014 92,595 Purchase 922,372 0.71

07.11.2014 17,500 Purchase 939,872 0.72

14.11.2014 376 Purchase 940,248 0.72

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21.11.2014 1,750 Purchase 941,998 0.7228.11.2014 25,311 Purchase 967,309 0.7405.12.2014 -376 Sell 966,933 0.7431.12.2014 46,418 Purchase 1,013,351 0.7809.01.2015 -2,250 Sell 1,011,101 0.7816.01.2015 6,250 Purchase 1,017,351 0.7823.01.2015 -250 Sell 1,017,101 0.7830.01.2015 -9,750 Sell 1,007,351 0.7706.02.2015 23,000 Purchase 1,030,351 0.7913.02.2015 -4,000 Sell 1,026,351 0.7920.02.2015 -1,692 Sell 1,024,659 0.7928.02.2015 5,223 Purchase 1,029,882 0.7906.03.2015 31,750 Purchase 1,061,632 0.8213.03.2015 -65,357 Sell 996,275 0.7720.03.2015 -11,399 Sell 984,876 0.76

950,381 0.73 31.03.2015 -34,495 Sell 950,381 0.73

5 GENERAL INSURANCE 953,880 0.73 01.04.2014 - - 953,880 0.73CORPORATION OF INDIA 05.12.2014 -20,785 Sell 933,095 0.72

12.12.2014 -4,215 Sell 928,880 0.7119.12.2014 1,141 Purchase 930,021 0.71

930,021 0.71 31.03.2015 - - 930,021 0.71

6 T. ROWE PRICE NEW ASIA FUND 950,976 0.73 01.04.2014 - - 950,976 0.7318.04.2014 13,579 Purchase 964,555 0.7423.05.2014 52,993 Purchase 1,017,548 0.7831.05.2014 16,794 Purchase 1,034,342 0.8029.08.2014 -362,520 Sell 671,822 0.5205.09.2014 -281,916 Sell 389,906 0.3012.09.2014 -389,906 Sell - 0.00

- 0.00 31.03.2015 - - - 0.00

7 ICICI PRUDENTIAL FOCUSED 875,907 0.67 01.04.2014 - - 875,907 0.67BLUECHIP EQUITY FUND 04.04.2014 -139,719 Sell 736,188 0.57

11.04.2014 -54,805 Sell 681,383 0.5220.06.2014 -28,282 Sell 653,101 0.5030.06.2014 -987 Sell 652,114 0.5025.07.2014 -163,876 Sell 488,238 0.3831.07.2014 -488,238 Sell - 0.00

- 0.00 31.03.2015 - - - 0.00

8 GOVERNMENT PENSION 860,857 0.66 01.04.2014 - - 860,857 0.66FUND GLOBAL 11.04.2014 -30,481 Sell 830,376 0.64

18.04.2014 -25,014 Sell 805,362 0.6225.04.2014 -33,365 Sell 771,997 0.5902.05.2014 -33,717 Sell 738,280 0.5709.05.2014 -34,974 Sell 703,306 0.5423.05.2014 -6,702 Sell 696,604 0.5431.05.2014 -13,254 Sell 683,350 0.5306.06.2014 -58,761 Sell 624,589 0.4813.06.2014 -47,595 Sell 576,994 0.4420.06.2014 -52,781 Sell 524,213 0.4030.06.2014 -52,244 Sell 471,969 0.3625.07.2014 -152,740 Sell 319,229 0.2525.07.2014 -60,949 Sell 258,280 0.20

258,280 0.20 31.03.2015 - - 258,280 0.20

9 DSP BLACKROCK TOP 100 751,639 0.58 01.04.2014 - - 751,639 0.58EQUITY FUND 23.05.2014 -539,443 Sell 212,196 0.16

06.06.2014 -69,785 Sell 142,411 0.1113.06.2014 -142,411 Sell - 0.00

- 0.00 31.03.2015 - - - 0.00




of the year(31.03.2015)

iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) (continued)

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10 GOVERNMENT OF SINGAPORE 711,025 0.55 01.04.2014 - - 711,025 0.55

04.04.2014 20,417 Purchase 731,442 0.56

11.04.2014 -13,108 Sell 718,334 0.55

18.04.2014 -13,520 Sell 704,814 0.54

31.05.2014 -10,762 Sell 694,052 0.53

06.06.2014 -10,553 Sell 683,499 0.53

20.06.2014 -1,872 Sell 681,627 0.52

30.06.2014 -3,856 Sell 677,771 0.52

04.07.2014 -1,355 Sell 676,416 0.52

11.07.2014 -373 Sell 676,043 0.52

31.07.2014 -18,092 Sell 657,951 0.51

29.08.2014 32,551 Purchase 690,502 0.53

05.09.2014 -5,030 Sell 685,472 0.53

12.09.2014 26,971 Purchase 712,443 0.55

19.09.2014 135,890 Purchase 848,333 0.65

17.10.2014 7,080 Purchase 855,413 0.66

24.10.2014 -304 Sell 855,109 0.66

31.10.2014 8,224 Purchase 863,333 0.66

07.11.2014 16,351 Purchase 879,684 0.68

21.11.2014 -499 Sell 879,185 0.68

28.11.2014 -1,226 Sell 877,959 0.67

05.12.2014 -2,636 Sell 875,323 0.67

12.12.2014 1,236 Purchase 876,559 0.67

19.12.2014 -175,723 Sell 700,836 0.54

31.12.2014 -3,378 Sell 697,458 0.54

16.01.2015 11,651 Purchase 709,109 0.54

13.02.2015 10,660 Purchase 719,769 0.55

20.02.2015 -501 Sell 719,268 0.55

06.03.2015 641 Purchase 719,909 0.55

722,715 0.56 31.03.2015 2,806 Purchase 722,715 0.56

11 DIMENSIONAL EMERGING 620,942 0.48 01.04.2014 - - 620,942 0.48

MARKETS VALUE FUND 09.05.2014 4,033 Purchase 624,975 0.48

(w.e.f. 13/06/2014) 23.05.2014 16,141 Purchase 641,116 0.49

31.05.2014 2,052 Purchase 643,168 0.49

06.06.2014 5,509 Purchase 648,677 0.50

13.06.2014 5,040 Purchase 653,717 0.50

20.06.2014 6,771 Purchase 660,488 0.51

30.06.2014 2,239 Purchase 662,727 0.51

04.07.2014 3,201 Purchase 665,928 0.51

11.07.2014 1,531 Purchase 667,459 0.51

18.07.2014 1,985 Purchase 669,444 0.51

31.07.2014 624 Purchase 670,068 0.52

14.08.2014 2,760 Purchase 672,828 0.52

22.08.2014 4,379 Purchase 677,207 0.52

29.08.2014 13,173 Purchase 690,380 0.53

05.09.2014 18,148 Purchase 708,528 0.54

12.09.2014 9,278 Purchase 717,806 0.55

19.09.2014 11,681 Purchase 729,487 0.56

30.09.2014 7,547 Purchase 737,034 0.57

17.10.2014 2,084 Purchase 739,118 0.57

28.02.2015 6,605 Purchase 745,723 0.57

06.03.2015 22,508 Purchase 768,231 0.59

13.03.2015 10,918 Purchase 779,149 0.60

20.03.2015 12,429 Purchase 791,578 0.61

802,697 0.62 31.03.2015 11,119 Purchase 802,697 0.62




of the year(31.03.2015)


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12 FRANKLIN TEMPLETON - - 02.05.2014 98,870 Purchase 98,870 0.08

INVESTMENT FUNDS 09.05.2014 301,130 Purchase 400,000 0.31

(w.e.f. 13/06/2014) 23.05.2014 170,000 Purchase 570,000 0.44

13.06.2014 170,000 Purchase 740,000 0.57

29.09.2014 110,000 Purchase 850,000 0.65

14.11.2014 170,000 Purchase 1,020,000 0.78

19.12.2014 180,000 Purchase 1,200,000 0.92

23.01.2015 72,470 Purchase 1,272,470 0.98

06.03.2015 -200,000 Sell 1,072,470 0.82

1,072,470 0.82 31.03.2015 - - 1,072,470 0.82

13 ROBECO CAPITAL GROWTH 525,308 0.40 01.04.2014 - - 568,000 0.44

FUNDS (w.e.f. 05/09/2014) 05.09.2014 93,000 Purchase 661,000 0.51

20.02.2015 25,000 Purchase 686,000 0.53

28.02.2015 47,485 Purchase 733,485 0.56

739,022 0.57 31.03.2015 5,537 Purchase 739,022 0.57

14 EASTSPRING INVESTMENTS - - 22.08.2014 72,250 Purchase 72,250 0.06

INDIA EQUITY OPEN LIMITED 29.08.2014 319,052 Purchase 391,302 0.30

(w.e.f. 05/12/2014) 05.09.2014 89,566 Purchase 480,868 0.37

12.09.2014 94,660 Purchase 575,528 0.44

19.09.2014 47,225 Purchase 622,753 0.48

17.10.2014 38,061 Purchase 660,814 0.51

05.12.2014 32,838 Purchase 693,652 0.53

12.12.2014 57,106 Purchase 750,758 0.58

750,758 0.58 31.03.2015 - - 750,758 0.58




of the year(31.03.2015)


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)v. Shareholding of Directors and Key Managerial Personnel

Sl. For Each of the Directors Shareholding at the beginning Date Increase / Reason Cumultive ShareholdingNo. and KMP of the year (as on 01.04.2014) Decrease in during the year

shareholdingName No. of shares % of total No. of % of total


of the year(31.03.2015)

1 Mr. Kumar Mangalam Birla 4,609 - 01.04.2014 - No Change4,609 - 31.03.2015 4,609 -

2 Mrs. Rajashree Birla 127,634 0.10 01.04.2014 - No Change127,634 0.10 31.03.2015 127,634 0.10

3 Ms. Tarjani Vakil 177 - 01.04.2014 - No Change177 - 31.03.2015 177 -

4 Mr. G.P. Gupta 339 - 01.04.2014 - No Change339 - 31.03.2015 339 -

5 Mr. Sushil Agarwal 1,657 - 01.04.2014 Allotment of12.08.2015 1010 Shares against

exercise of 2,667 -2,667 - 31.03.2015 Options 2,667 -

6 Mr. S C Bhargava 233 - 01.04.2014 - No Change233 - 31.03.2015 233 -

7 Dr. Rakesh Jain (upto 30.06.2014) 3,368 - 01.04.2014 - Allotment of -- 12.08.2015 15149 Shares against -

exercise of18,517 31.03.2015 Options 18,517 0.01

8 Mr. Ashok Malu (Joined as aJt. President & CompanySecretary w.e.f. : 01.03.2015) 468 - No Change 468 -

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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rs. in Crore)

Secured Unsecured Deposits TotalLoans Loans

excludingdeposits

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1,779 1,974 - 3,753

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 7 25 - 32

Total (i+ii+iii) 1,787 1,999 - 3,785

Change in Indebtedness during the financial year

• Addition 37 635 -

• Reduction 620 118 -

Net Change -582 517 - 65

Indebtedness at the end of the financial year

i) Principal Amount 1,197 2,492 - 3,688

ii) Interest due but not paid - - -

iii) Interest accrued but not due 6 26 - 32

Total (i+ii+iii) 1,203 2,518 - 3,720

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in Lakh)

Sl Name of MD/WTD/ Gross salary Stock Sweat Commission Others, Total in Ceiling asno. Manager Option Equity please (A) per the

specify Act*

(a) Salary (b) Value of (c) Profits in As % of Others,as per perquisites lieu of salary profit specify

provisions u/s 17(2) undercontained Income-tax section 17(3)in section Act, 1961 Income-tax

17(1) of the Act, 1961Income-tax

Act, 1961

1 Dr. Rakesh Jain -

Managing Director

(Upto 30.06.2014) 614.75 57.67 - - - - - - 672.42 *

2 Mr. Lalit Naik - w.e.f

01.07.2014

Managing Director 517.15 3.34 - 28.15 - - - - 548.64 *

3 Mr. Sushil Agarwal -

Wholetime Director

and CFO 292.74 7.03 - 94.64 - - - - 394.41 *

TOTAL 1424.64 68.04 - 122.79 - - - - 1615.47

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B. Remuneration to other Directors: (Rs. in Lakh)

Particulars of Remuneration (Rs.) Total (B) Total Overall= (1+2) Manag- ceiling

(1) Independent Directors (2) Other Non-Executive Directors erial as per

Name of Directors Fee for Commission Others, Total Fee for Commission Others, Total Remun- theattending please (1) attending please (2) eration Act

board/ specify board/ specify ** ***Committee Committee

Meetings Meetings

1 Mr. Kumar

Mangalam Birla NA - - - 0.80 410.60 - 411.40 411.40 ** ***

2 Mrs. Rajashree Birla NA - - - 1.80 15.25 - 17.05 17.05 ** ***

3 Mr. Bihari Lal Shah

(ceased to be a

Director

w.e.f. 25.09.2014) NA - - - 0.60 1.40 - 2.00 2.00 ** ***

4 Mr. Pejavar Murari 2.10 2.70 - 4.80 - - - - 4.80 ** ***

5 Mr. Baldev Raj

Gupta 3.70 4.70 - 8.40 - - - - 8.40 ** ***

6 Ms. Tarjani Vakil 4.70 5.55 - 10.25 - - - - 10.25 ** ***

7 Mr. Gian Prakash

Gupta 2.30 4.80 - 7.10 - - - - 7.10 ** ***

8 Mr. Subhash

Chandra Bhargava 2.40 3.15 - 5.55 - - - - 5.55 ** ***

9 Mr. Tapasendra

Chattopadhyay

(Nominee Director) - - - - 1,10 1.85 - 2.95 2.95 ** ***

Total 15.20 20.90 - 36.10 4.30 429.10 - 433.40 469.50 ** ***


C. Remuneration to Key Managerial Personnel other than MD /Manager/ WTD (Rs. in Lakh)

Sl Name of Key Managerial Personnel Gross salary* Stock Sweat Commission Others, Totalno. other than MD/Manager/ WTD (Rs.) Option Equity As % of please

profit specifyOthers,specify.

1 Mr. Ashok Malu, Company Secretary (w.e.f. 01.03.2015) 7.30 NIL NIL NIL NIL 7.30

2 Mrs. Hutokshi Wadia, Company Secretary (upto 28.02.2015) 47.11 NIL NIL NIL NIL 47.11

* (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

VII. THERE WERE NO PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES FOR YEAR ENDED 31ST

MARCH, 2015

* Overall ceiling as per the Act (being 10% of the net profit as worked out as per Section 198 of the Companies Act, 2013) is Rs. 7,262 lakh.

** Total Managerial Remuneration A + B = Rs. 2,084.97 Lakh

*** Overall ceiling as per the Act (being 11% of the net profit as worked out as per Section 198 of the Companies Act, 2013) is Rs. 7,994 lakh.

CMYK


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CMYK

Dis

clo

sure

in

co

mp

lian

ce w

ith

th

e S

EB

I (S

har

e B

ased

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plo

yee

Ben

efit

s) R

egu

lati

on

s, 2

014

read

wit

h e

rstw

hile

SE

BI

(Em

plo

yees

Sto

ck O

pti

on

s S

chem

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d E

mp

loye

es S

tock

Pu

rch

ase

Sch

eme)

Gu

idel

ines

, 19

99

ESOS

- 20

06ES

OS -

2013

Parti

cula

rsDe

tails

of E

mpl

oyee

Sto

ck O

ptio

ns a

s on

Mar

ch 3

1, 20

15De

tails

of E

mpl

oyee

Sto

ck O

ptio

ns a

s on

Mar

ch 3

1, 20

15De

tails

of R

estri

cted

Sto

ck U

nits

as

on M

arch

31,

2015

Tran

che

1Tr

ance

2Tr

anch

e 3

Tran

che

4Tr

anch

e 5

Tran

che

1Tr

anch

e 2

Tran

che

3Tr

anch

e 1

Tran

che

2Tr

anch

e 3

(23rd

Aug

ust,

2007

)(2

5th J

anua

ry, 2

008)

(20th

Aug

ust,

2010

)(8

th S

epte

mbe

r, 20

10)

(7th J

une,

201

1)(7

th D

ecem

ber,

2013

)(2

9th J

anua

ry, 2

014)

(12th

Nov

embe

r, 20

14)

(7th D

ecem

ber,

2013

)(2

9th J

anua

ry, 2

014)

(12th

Nov

embe

r, 20

14)

a)Nu

mbe

r of S

tock

Opt

ions

Gran

ted

1,63

,280

1,66

,093

17,1

7411

,952

3,37

01,

04,2

7216

,239

35,0

601,

01,7

319,

567

12,6

30

b)Th

e pr

icing

form

ula

c)Op

tions

Ves

ted

1,20

,111

54,3

5514

,141

10,2

692,

527

8,49

84,

061

NIL

NIL

NIL

NIL

d)Op

tions

Exe

rcise

d87

,454

26,2

907,

071

5,04

7NI

LNI

LNI

LNI

LNI

LNI

LNI

L

e)Th

e to

tal n

umbe

r of s

hare

s aris

ing a

s a

resu

lt of e

xerc

ise o

f opt

ions

87,4

5426

,290

7,07

15,

047

NIL

8,49

84,

061

NIL

NIL

NIL

NIL

f)Op

tions

forfe

ited/

canc

elled

/laps

e57

,222

111,

738

3,03

31,

683

NIL

56,9

16NI

LNI

L18

,887

NIL

NIL

g)Va

riatio

n in

term

s of o

ption

sNI

LNI

LNI

LNI

LNI

LNI

LNI

LNI

LNI

LNI

LNI

L

h)M

oney

raise

d by

exe

rcise

of o

ption

s60

,080

,898

18,0

61,2

304,

857,

777

3,51

7,75

9NI

LNI

LNI

LNI

LNI

LNI

LNI

L

i)To

tal n

umbe

r of o

ption

s in

forc

e18

,604

28,0

657,

070

5,22

23,

370

47,3

5616

,239

35,0

6082

,844

9,56

712

,630

j)Em

ploy

ee-w

ise d

etail

s of o

ption

s gra

nted

Mr. S

ushil

Aga

rwal

: 26,

230

NIL

Mr. L

alit N

aik :

32,7

66M

r. Sus

hil A

garw

al : 9

,443

Dr. B

ir Ka

poor

: 1,

790

Mr. L

alit N

aik :

11,8

04

Dr. R

akes

h Ja

in*: 5

2,45

9Dr

. Rak

esh

Jain*

: 18

,887

Mr. R

aj Na

raya

nan

: 10,

944

Mr. P

rana

b Ba

rua

: 16,

997

Mr. A

shish

Diks

hit :

7,01

2

ii)An

y oth

er e

mpl

oyee

who

rece

ived

a gr

ant in

NIL

NIL

Mr. S

hrira

m Ja

getiy

a : 3

,460

NIL

NIL

Mr. S

hrira

m Ja

getiy

a : 1

,247

Mr. S

anjee

v Sac

hdev

: 2,

294

any o

ne ye

ar o

f opt

ion a

mou

nting

to 5

% o

rM

r. Raje

sh S

hah

: 2,8

83M

r. Raje

sh S

hah

: 1,0

39

mor

e of

opt

ions g

rant

ed d

uring

that

year.

Ms.

Mee

na Ja

gtiya

ni : 6

,226

Ms.

Mee

na Ja

gtiya

ni : 2

,243

Mr. V

ardha

rjan V

enka

tesan

: 1,83

5Mr

. Vard

harja

n Ve

nkate

san

: 661

Mr. J

asvin

der K

atar

ia : 1

,835

Mr. J

asvin

der K

atar

ia : 6

61

Mr. S

hash

ank P

aree

k : 6

42

Mr. Y

ogen

dra

Ragh

uvan

shi :

642

Mr. S

haile

ndra

Pan

dey :

642

iii)Id

entifi

ed e

mploy

ees

who

were

gra

nted

optio

ns

durin

g an

y one

year,

equ

al to

or e

xcee

ding

1%

of the

issu

ed c

apita

l (e

xclud

ing o

utstan

ding

warra

nts a

nd c

onve

rsion

s) of

the C

ompa

ny

at the

time o

f gra

nt.

k)i)

Weigh

ted-av

erage

exe

rcise

pric

es a

nd w

eighte

d-av

erag

e fai

r valu

es o

f opti

ons

whos

e ex

ercis

epr

ice e

quals

the

marke

t pric

e of

the st

ock.

ii) W

eight

ed-a

vera

ge e

xerc

ise p

rices

and

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

Weig

hted

-ave

rage

exe

rcise

weig

hted

-ave

rage

fair

value

s of o

ption

spr

ice: `

687

price

: ` 6

87pr

ice: `

687

price

: ` 6

97pr

ice: `

748

price

: ` 1

,239

.80

price

: ` 1

,053

.85

price

: ` 1

,726

.95

price

: ` 1

0pr

ice: `

10

price

: ` 1

0wh

ose

exer

cise

price

is le

ss th

an th

eW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

lueW

eight

ed-a

vera

ge fa

ir va

luem

arke

t pric

e of

the

stock

.pe

r opt

ion :

` 355

.12

per o

ption

: ` 3

66.5

4pe

r opt

ion :

` 471

.44

per o

ption

: ` 4

86.8

2pe

r opt

ion :

` 443

.49

of o

ption

s: ` 5

09.6

5of

opt

ions :

` 42

8.05

of o

ption

s : `

694.

22of

RSU

s: ` 1

,195

.33

of R

SUs:

` 1,0

08.8

7of

RSU

s: ` 1

,684

.01

iii) W

eighte

d-av

erage

exe

rcise

pric

es a

nd w

eighte

d-av

erage

fair v

alues

of op

tions

who

se ex

ercise

price

NAex

ceed

s the

mark

et pr

ice o

f the

stoc

k.

l)A

desc

riptio

n of

the

met

hod

and

signif

icant

assu

mpt

ions u

sed

durin

g th

e ye

ar to

esti

mat

eth

e fa

ir va

lues o

f opt

ions,

includ

ing

The

exer

cise

price

was

the

clos

ing

mar

ket

pric

e of

the

equit

y sha

res o

f the

Com

pany

1 da

y pr

ior

to t

he d

ate

ofgr

ant.(

on 6

th D

ec,

13)

(at

N.S.

E.)

being

` 1

239.

80 p

erop

tion.

The

exer

cise

price

was

the

closin

g m

arke

t pric

e of

the

equi

ty

shar

es

of

the

Com

pany

1 d

ay p

rior t

o th

eda

te o

f gra

nt. (

on 2

8th J

an,

14)

(at

N.S.

E.)

bein

g`

1053

.85

per o

ption

.

The

exer

cise

price

was

the

closin

g m

arke

t pric

e of

the

equi

ty

shar

es

of

the

Com

pany

1 d

ay p

rior t

o th

eda

te o

f gra

nt. (

on 1

1th N

ov,

14)

(at

N.S.

E.)

bein

g` 1

726.

95 p

er o

ption

.

RSUs

be

gran

ted

at a

nex

ercis

e pr

ice o

f ` 1

0/- e

ach

(i.e.

at t

he fa

ce v

alue

of th

eEq

uity

Sh

ares

of

th

eCo

mpa

ny o

n th

e da

te o

fG

rant

of R

SUs)

(“th

e RS

UEx

ercis

e Pr

ice”).

RSUs

be

gran

ted

at a

nex

ercis

e pr

ice o

f ` 1

0/- e

ach

(i.e.

at t

he fa

ce v

alue

of th

eEq

uity

Sh

ares

of

th

eCo

mpa

ny o

n th

e da

te o

fG

rant

of R

SUs)

(“th

e RS

UEx

ercis

e Pr

ice”).

RSUs

be

gran

ted

at a

nex

ercis

e pr

ice o

f ` 1

0/- e

ach

(i.e.

at t

he fa

ce v

alue

of th

eEq

uity

Sh

ares

of

th

eCo

mpa

ny on

the d

ate o

f Gra

ntof

RSU

s) (“

the

RSU

Exer

cise

Price

”).

Blac

k - S

chole

s Mer

ton

Form

ula

NA

The

exer

cise

pric

e wa

s th

eclo

sing

mar

ket p

rice,

prior

toth

e da

te

of

gran

t.In

acco

rdan

ce w

ith th

e app

rova

lof

the

Boar

d of

Dire

ctor

s and

the

Shar

ehol

ders

of

the

Com

pany

, th

e ES

OS

Com

pens

atio

n Co

mm

ittee

had

re-p

riced

the

optio

nsfro

m `

1,8

02 to

` 6

87 p

erop

tion

on 2

0th A

ugus

t, 20

10

The

exer

cise

pric

e wa

sde

term

ined

by a

vera

ging

the

clos

ing

pric

e of

th

eCo

mpa

ny’s

equit

y sha

res,

for

the

imm

edia

tely

prec

edin

g7

days

from

the

date

of is

sue,

and

disc

ount

ing

it by

15%

.Ex

erci

se P

rice:

` 6

87 p

erop

tion.

The

exer

cise

pric

e wa

sde

term

ined

by av

erag

ing th

ecl

osin

g pr

ice

of

the

Com

pany

’s eq

uity s

hare

s, fo

rth

e im

med

iate

ly pr

eced

ing

7 day

s fro

m th

e dat

e of is

sue

and

disc

ount

ing it

by

15%

.Ex

erci

se P

rice:

` 7

48 p

erop

tion

The

exer

cise

pric

e wa

sde

term

ined

by a

vera

ging

the

daily

clo

sing

pric

e of

the

com

pani

es e

quity

sha

res

durin

g 7

days

imm

edia

tely

prec

eding

the

date

of g

rant

and

disc

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the

date

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and

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it by

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.Ex

erci

se P

rice:

` 6

97 p

erop

tion.

Mr.

K.K.

Mah

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20,

200

Dr. B

hara

t K. S

ingh*

: 20,

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Ades

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pta*

: 8,4

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r. Vik

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akes

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umar

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jit R.

: 17,

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r. J.

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ir Ka

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NIL

NIL

NIL

DIRECTORS’ REPORT - ANNEXURE V

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ESOS

- 20

06ES

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DIRECTORS’ REPORT - ANNEXURE V

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A. CONSERVATION OF ENERGY:i Steps taken or impact on conservation of

energyIn line with the Company’s declared

commitment towards conservation of natural

resources, all business divisions have

continued with their efforts to improve energy

usage efficiencies.

The Company is engaged in the continuous

process of energy conservation through

improved operational and maintenance

practices.

Steps taken by various divisions of the

Company in the direction are as under:

I. RAYON DIVISION• Installation of energy efficient pumps in

Engineer Room Cooling Tower Unit saving

65670 KWH/Annum.

• Installations of Variable frequency drive

on Strong caustic transferring pump 128/

5 Unit saving 14326 KWH/Annum.

• Installation of China filter/CSY 2 return line

in Spin bath Unit saving 36500 KWH/

Annum.

• Label Print applicator on Corrugated

Boxes in place of 2 nos. 0.5 HP Motors 2

Nos. 0.5 HP MOTORS bath Unit saving

2072 KWH/ Annum.

• Power saving by using control system on

ETP pump in CSY Unit saving 11793

KWH/Annum.

• Power saving through Gule tank agitator

stop in CSY 3 (7 Machine) Unit saving 900

KWH/Annum.

• Additional Ripening inverter room AHU

stopped Unit saving 14016 KWH/ Annum.

• Reduced power consumption for

instrument air by stopping one padding

air compressor. (750 KWH/Day)

• Reduced power consumption by

Replacing Electrolyzer D with Generation

Vb-40 (40 KWH/T)


Remembraning of Electrolyzer F (5.0

KWH/ T of Caustic)


Remembraning of Electrolyzer G

(6.0 KWH/ T of Caustic)

• Reduced Power consumption byReplacement of Old Low efficiencyMotors by Latest available IE-3 motors forvarious application (160 KWH/Day)

• Reduced power consumption forinstrument air by stopping one paddingair compressor. (750 KWH/Day) (270000KWH/Annum)

• Reduced power consumption byReplacing Electrolyzer D with GenerationVb-40 (40 KWH/T) (3480840 KWH/Annum)

• Reduced power consumption byRemembraning of Electrolyzer F (5.0 kWh/T of Caustic (204892 KWH/Annum)

• Reduced power consumption byRemembraning of Electrolyzer G (6.0 kWh/T of Caustic (288876 KWH/Annum)

• Reduced Power consumption byReplacement of Old Low efficiencyMotors by Latest available IE-3 motors forvarious application (160 KWH/Day,)(57600 KWH/Annum)

• The energy conservations measurestaken in Rayon Division have resulted/willresult in energy saving and consequentdecrease in the cost of production

• The energy saved in terms of –

� Number of units - 145277 KWH/Annum.

� Rupees 7,26,385

� As a percentage of total energyconsumed by the Unit- 2.16%

II. MADURA DIVISION• Demand reduction by migrating to energy

efficient lighting in factories, warehousesand offices

• This was implemented in FY 14-15.Remaining facilities are lined up for thistransformation in FY 16-17

• Adapting LED lighting with lesser wattagerequirement & higher lumen output hasenabled us to reduce the total powerconsumption


� The annualized savings so far standsat 8.57 lakh units KWH/Annum.

DIRECTORS’ REPORT - ANNEXURE VI

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS PRESCRIBED UNDERRULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014.

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� This has resulted in an annualizedcost saving of Rupees 86 lakh

� The savings accrued so far is 3% oftotal energy consumed by thebusiness

III. FERTILIZERS DIVISION• The Unit has a strong technical team to

continuously monitor & conserve energy

in the Complex.

• Performance evaluations for Turbines,

Compressor, Heat Exchangers, Boilers

etc. are carried out to ensure optimum

utilization of energy.

• The Unit implemented energy saving

schemes which are techno –

economically viable in FY 2014-15.

• Energy Saving Scheme (ESS) Project in

Ammonia Plant is implemented in FY

2014-15, which reduced the energy

consumption significantly. The key

contributors are reduction of steam

consumption by upgradation of Synthesis

Gas compressor with modified internals

and up gradation of CO2 removal section.

Further implementation of this resulted in

additional reduction of CO2 emission by

about 30,000 Te/ Annum.

• Replacement of 250 watt HPSV lights with

90 Watt LED Light fittings in Plant area.

• Replacement of 2X40 watt Tube lights with

20 Watt LED Light fittings in Plant area.

• Replacement of 250 Watts Flood Light

Fittings with LED Flood Light Fittings of

90 Watts in Town ship and Farm house.

• New capacitor banks with detune filters

to reduce the power loses in distribution

system in phase manner.

• Installation of Power Factor improvement

panel at 11KV substation of UPPCL power

supply.

• The impact of above Energy savings

scheme will be as below:

� Number of units saved-153647 MKCL

� Rupees 45,26,85,594

� As a percentage of total energy

consumed by the Unit-3%

IV. INSULATOR DIVISIONa. Halol• Insulation of Assembly booths & hot air

ducts has been done to minimize the

wastage of heat. It reduced the electricity

consumption in heaters which are being

operated to heat the air for the heating of

cement after metal cap assembly of solid

core insulators.

• Kiln cycles are modified in terms of cycle

time which reduced the Electricity

consumption of the air blower motors in kilns.

• The energy saved in terms of Power &

Fuel are as follows:-

(in Crore)

No. of Units Savings Percentage (%)Power 6,30,560 ` 0.47 Crore 3.3% of Total

KWH per annum Thermopac

Consumption

Fuel 2,40,000 ` 0.89 Crore 3% of Total

SCM/annum per month Thermopac

consumption

b. Rishra• Use of PD blower of gas mixing has been

stopped

• SK oil saving is being done by cycle

adjustment.

• Gas mixing process has been eliminated

as a result of LPG saving(K-5).

• New channel dryer gas burner has been

eliminated.


� Number of units - 4373078 KWH

� Rupees 1,83,20,601


consumed by the Unit - 0.12%

ii. Steps taken by the Company for utilizingalternate sources of energyMadura Division

• Our Unit at Madura is attempting to power

up the facilities in Bangalore as a pilot to

start with. The Karnataka Govt. policies are

suited for offsite generation and wheeling.

Both Capex & Opex models are being

verified for feasibility. There is an intervention

required at the policy level to treat our

facilities as a single business user due to

the small, granular & fragmented way our

facilities are spread within the same city due

to the nature of our retail business.

• This will not save energy but will reduce

our dependency on grid power.

• The projected advantages with renewable

energy for Bangalore is around 150 lakh

units (KWH) and can be sourced through


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RE thus reducing the dependency on grid

power.

iii.The capital investment on energyconservation equipments

a. Rayon Division• Installation of 50 KW Solar Power

plant as Roof Top Solar Power Plant.

• Sun Light harvesting through Pipe

Technology for Sun Light Harvesting

through Sun Pipe (Lighting)

• These projects will be implemented in

FY 2016

• The total cost of implementation of the

proposal is ` 52 Lakh

• The energy saved in terms of – Rupees

57,300 (Rate Difference Grid/ Solar)

b. Madura Division• An amount of ` 1.5 Crore is proposed for

FY 16 as transformation Capex for energy

efficient lighting which result in Energy

Efficient Lighting with higher lumen output

and that will reduce the power

consumption by 45% and it is proven from

past experience that the Capex spent is

with a ROI of maximum 2.5 years.

• ` 1.17 Crore to install capacitor banks in

retail stores to improve power factor that

resulted in Improving power factor

wherever found low during the Pan India

survey and that will reduce the

consumption and the penalty that we

currently pay to power distribution

companies for lower PF.

• ` 2 Crore to install remote energy

monitoring in all facilities that resulted in

setting up of centralized remote energy

monitoring system which will bring

accuracy to the data and the analytical

tools will spot operational efficiency

opportunities. This will enable a further

reduction of 3% of the consumption.

• These projects will be implemented in

FY 2016.

• The total cost of implementation of the

proposal is ` 4.67 Crore.


� The projected savings on consumption

with these three initiatives is 9 lakh units

(KWH) Annum.

� The projected savings on power

costs with these three initiatives is

` 91 lakh Annum.

� The savings projected is 3% of total

energy consumed by the business. We

project a cumulative savings of 6% by

the end of FY 2016 with the addition of

the proposed initiatives for FY 2016.

III. FERTILIZERS DIVISION• Replacement of Tube Lights with LED

lights in Plant Area (all control rooms &

other Area)

• Replacement of existing cooling tower

fans with energy efficient fans based of

CFD analysis of fan blades

• Replacement of tube lights with LED light

in Township (Hospital, Guest House, Co-

operative, School, Club, CVR & Yamuna

House)

• Replacement of underwater light in

Township Central park Fountain by LED

light.

• The cost of implementation of above

proposals will be ` 98 lakh.

• The impact of above Energy savings

scheme will be as below:

� Number of units saved-3675 MKCL

� Rupees- 1,28,94,324


consumed by the Unit-0.06%

IV. INSULATORS DIVISIONa. Halol

• An amount of ` 1.11 Crore is proposed

for Thermopac which will be used for

generating Steam in Assembly & Curing

chamber has been stopped and replaced

with water spraying process, thereby

saving in energy.

• These projects will be implemented in 6

months.

• The water Spray system ensured the

required product quality instead of Steam

curing process, which enabled the

stopping of the Thermopac unless there

is emergency.


� Number of units 21600 KWH for 6

months

� Rupees - 21.21 lakh for 6 months.


consumed by the Unit by 3%.


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to check on the actual performance

against design. These measures have

helped in increasing the productivity and

reduction in overall energy consumption.

• Efforts are being made along with

technology suppliers and technological

institutes etc. for exploring the possibilityof recovering low grade heat. This wouldlead to reduction in energy consumptionand consequently reduction in CO

2 gas

emissions, a green house gas, thusabating global warming.

• The thrust areas for R&D are in newproduct and process improvement.

• Development of process and product forcustomized fertilizers and specialtyfertilizers and Organic Zyme.

III. Insulator Divisiona. Halol• For energy conservation in kilns and

dryers, consultancy has been engagedfrom Germany and a study has beencarried out.

• Consultant from USA has been engagedfor process improvement and reductionof technical rejections at drying and firingstages which resulted in:

� Innovation: 100% reuse of ETPsludge in-house for natural resourceconservation

� Technology: storage andconditioning of filter cakes

� Shuttle kilns automation for fuelconservation.

• Effluent Treatment Plant (ETP): The outputof ETP is ceramic sludge and treatedwater. The sludge comes underHazardous waste class as per GPCB.Extensive R & D has been carried out torecycle and re-use 100%, incorporatedthe sludge in our body formulation andpilot trial carried and compared the resultsand found encouraging and now rolledout in commercial production.

• ETP treated water is discharged afterconfirming the GPCB norms is beingrecycled and used in the plant forwashing and gardening thereby reductionin input water consumption by about 20%.

• It is observed more green and firedrejection in high end 765 KV solid coreinsulators, based on the R & D efforts,the drying and firing cycle profiles have

B. TECHNOLOGY ABSORPTION:i. Efforts made towards technology

absorption.a. Rayon Division

• Developed an In-house the spool

technology Spinning machine

• Joint projects with ABSTCL carried out for

improving yarn quality.

• Various other initiatives taken by the Unit

are as follows:

a) Increase in productivity by increasing

spinning m/c speed in super fine denier

b) Successful in establishing Beam

sizing at Surat unit

c) Establishment of Mist condensers in

Spin bath area

d) Installation of china filter in spin bath

area

e) Establishment of linear speed SSM

make winding machine in textile

department for uniform winding

tension and pressure

f) Twisters has been developed for 1.8

kg and 2.7 kg SSY packages

g) Installation of premix (Japan) for

better dyed yarn quality

• Development of new shades for

customers in premium segment.

• Joint projects with customers carried out

for CSY yarn operational efficiency

improvement.

• Outsource coning activities relocated at

one place near customer location to

reduce the cost.

• Developed specialty yarn for sizing

segment (60/24 SHG) in CSY.

• Enhance dye yarn quality by adopting

dye mixer from Japan

• Develop the alternate soft finish to

improve the BI, WI & YI of PSY yarn

• Strengthen the washing process to

capture the “Jari” yarn segment for Japan

customer

• Benchmarking studies carried out with

key competitors yarn to identify the

improving area

• Optimize the glue recipe in CSY super fine

denier.

b. Fertilisers Division• Continuous efforts are made to prepare

steam, power and material balances and


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been reviewed and modified and foundsignificant reduction in rejections whichhas resulted in timely delivery of ourproduct to Powergrid.

• New products for high end segments –

245 KV hollow insulators have been

developed for Alstom, ABB and Siemens

to meet new requirements for Circuit

breakers, CT and CVT.

b. Rishra• Development of Faster curing Cement to

reduce Assembly cycle time and Improve

productivity.

• LAPP-USA product development.

• Development of 210 KN and 420 KN

HVDC product.

ii. Benefits derived as a result of above effortsa. Rayon Division• Improvement in process and productive

capacity.

• There has been value addition in existing

product.

• There has been significant improvement

resulted in dyed yarn quality.

• Better quality and marketability of

product.

• There has been improvement in the

customer operational efficiency.

• Enhancement of Product Range

b. Fertilizers Division• In the year 2014-15, Unit produced 4.55

Lacs MT of value added product “Neem

Coated Urea” for the farmers under the

brand name “KRISHIDEV”. The process

patent has been obtained for the in-house

developed technology. In a very short

time, Unit has established a leadership

position in the field of Neem coated Urea

and it has become the preferred choice

by the farmer. The Ministry of Fertilisers

has allowed the 100% production as

Neem Coated Urea.

• Customized Fertilizer after the initial

gestation period has become the

preferred choice of the fertilizer. The

farmers have experienced 12-15%

enhanced crop yield for Wheat and

Paddy and >20% yield for potato and

sugarcane. Thus the foundation for a new

concept and a strong product line has

been established. This will give increasing

commercial benefits in near future. In the

year 2014-15, Company achieved

production of 0.15 Lakh MT.

ii. Insulator Divisiona. Halol• Due to the reuse and consumption of ETP

sludge, the consumption of fresh material

has come down and there by the cost

impact is about ` 1.75 Crore per annum.

• Due to re-use of treated water, the

consumption of normal water has come

down by 20%.

• Due to the development of new product

designs for ABB, Alstom and Siemens the

market segment has been increased for

hollow insulators.

b. Rishra• Reduction of curing time from 5 days to 1

day.

• Simultaneously assembling of Pins and

Caps.

• Reduction in curing time and man power.

• Creation of space.

• Reduction in handling rejection.

• Creation of new market and new business

opportunities.

iv. In case of imported technology (importedduring the last three years reckoned fromthe beginning of the Financial year) –

Technology imported: a) Spool Spun yarn

Technology from

ENKA,

Germany

- 2011-12;

b) Cake Dyeing,

Japan-2014-15

The year of import : 2011-12 & 2014-15

Has technology been fully absorbed: Yes

v. Expenditure incurred on on Research &Development (R&D)The Company spent ` 2.73 crore for

Research & Development work during the

year, which was approximately 0.03% of the

total revenue.

C. FOREIGN EXCHANGE EARNINGS ANDOUTGO:The information on foreign exchange earnings

and outgo is contained in Notes to accounts

as Note Nos. 27, 28 and 31.


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ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2014 – 2015

1 A brief outline of the Company’s CSR policy, : To actively contribute to the social and economic

including overview of projects or programs development of the communities in which we

proposed to be undertaken and a reference operate. In so doing build a better, sustainable way

to the web link to the CSR policy and projects of life for the weaker sections of society, to contribute

or programs effectively towards inclusive growth and raise the

country’s human development index.

Our projects focus on – education, healthcare,

sustainable livelihood, infrastructure development

and social reform, epitomizing a holistic approach

to inclusive growth.

The Company’s CSR Policy can be accessed on:

www.adityabirlanuvo.com

2 Composition of the CSR Committee : Mrs. Rajashree Birla, Chairperson

Ms. Tarjani Vakil, Member

Mr. Lalit Naik, Member

Dr. (Mrs.) Pragnya Ram- Group Executive President–

Corporate Communications and CSR as a Permanent

Invitee

3 Average net profit of the company for last : Rs. 470.42 Crore

three financial years

4 Prescribed CSR Expenditure (two percent : Rs. 9.41 Crore

of the amount as in Item 3 above)

5 Details of CSR spent during the financial year:

Total amount to be spent for the financial year : Rs. 9.61 Crore

Amount unspent, if any : NIL

Manner in which the amount spent during the : Details given below

financial year APRIL 2014 – March 2015

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(1) (2) (3) (4) (5) (6) (7) (8)

Sr. CSR Projects/Activity Sector in Project / Programs Amount Amount Cumulative AmountNo identified which Local Area /others Outlay Spent on Expenditure Spent:

project is Specify the State / (Budget) the Project / up to Direct /covered District where the Project or Programs reporting through

Project undertaken Program Subheads: period implement-wise (1) Direct (` in Lakh) ation(` in Lakh) expenditure agency*

on project/programs(2) Overheads(` in Lakh)

1. 1. Preschool education Education Veraval, Dist. Gir 0.12 1.20 223.08 All expensesProject Somnath, Gujarat; incurredBalwadies/play schools/ Jagdishpur, Amethi directly bycrèches; Strengthening Dist, UP; Rishra, North companyAnganwadis 24 Parganas, WB

2. School Education Program Jamo, Jagdishpur, 93.69 85.69Enrolment awareness Shukul Bazar,programmes/events; Formal Singhpur, Tiloi ofschools; Education Material Amethi District, UP;(Study materials, Uniform, Anekal Takua andBooks etc.); Scholarship Ramnagar District,(Merit and Need based Bengaluru,assistance) Karnataka; KGBVSchool competitions /Best schools, Krishanagiriteacher award; Cultural Dist:, Tamil Nadu;events Veraval City Dist.Quality of Education Gir Somnath, Gujarat;(support teachers, Improve Rishra, Barasat, 24education methods); Parganas, West BengalSpecialised Coaching;Exposure visits/awarenessFormal schools insidecampus(Company Schools)Support to MiddayMeal Project

3. Education support Jamo, Jagdishpur, 47.38 48.03programs: Shukul Bazar,Knowledge Centre/Library; Singhpur, Tiloi of AmethiAdult/Non Formal Education; District, UP; AnekalCelebration of National days; Takua and RamnagarComputer education; District, Bengaluru,Reducing drop out and KA.; KGBV schools,Continuing Education; Krishanagiri Dist:, TNKastuba Gandhi Balika Adri; Veraval CityVidyalaya; Career Dist. Gir Somnath,counselling Gujarat; Rishra,

Barasat, 24 Parganas,West Bengal

4. Vocational and Technical Anekal, Bengaluru, 21.71 26.31Education: Karnataka; Rishra &Strengthening ITI’s; Skill Barasat, West Bengal;Based Individual training Jagdishpur, AmethiProgrammes Dist, UP; Veraval,

Gir Somnath, Gujarat;

5. School Infrastructure: KGBV schools, 92.92 61.85New School Building Krishanagiri Dist:, TN;Construction; Renovation Schools from Anekal &and Maintenance of School Ramnagar Taluk,buildings; School Sanitation Karnataka; Veraval,& drinking Water; School Gir Somnath, Gujarat;Furniture & Fixtures. Jagdishpur, Amethi

Dist, UP

2. 1. Preventive Health Care: Health Jamo, Jagdishpur, 11.68 7.25 518.16 All expensesImmunization; Pulse Polio Shukul Bazar, incurredProgramme; Health Check Singhpur, Tiloi of directly byup camps; Mobile Amethi District, UP; company

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(1) (2) (3) (4) (5) (6) (7) (8)





Dispensary; Malaria/ Anekal Takua andDiarrhoea Control Program; Ramnagar District,School Health Checkups; Bengaluru, Karnataka;Yoga and fitness classes KGBV schools,

Krishanagiri Dist,Tamil Nadu; VeravalCity Dist. Gir Somnath,Gujarat; Rishra,Barasat, 24 Parganas,West Bengal

2. Curative Health Care Jagdishpur, Amethi 49.64 40.25program: District, UP; AnekalHospitals/ Dispensaries/ Takua and RamnagarClinics; General Health District, Bengaluru,Check up camps; KA; Veraval, Dist.Specialised Health Camps; Gir Somnath, Gujarat;Eye Camps; Surgical Rishra, Barasat,Camps; Tuberculosis, Skin 24 Parganas,care and Leprosy care West Bengalcentre

3. Reproductive and Veraval, Dist. Gir 1.00 1.03Child Health: Somnath, Gujarat.Mother and Child Care;Adolescent Health Care;Infant and Child Health;Support to Family Planningprogrammes; NutritionalProgrammes for motherand Child

4. Quality / Support Program: Jagdishpur, Amethi 2.80 1.75Referral services; Treatment District, UP; Veraval,of BPL, Old age and Needy Dist. Gir Somnath,patients; HIV-AIDS Gujarat; Rishra,Awareness; RTI/STD Barasat, 24 Parganas,Awareness; Support to West Bengaldifferently abled; AmbulanceServices; Blood Donations /Grouping

5. Health Infrastructure: Jagdishpur, Amethi 949.39 467.88Renovation of Health centres; District, UP; Veraval,Village / Community Dist. Gir Somnath,Sanitations; Individual Gujarat; Rishra,Toilets; Repair and Barasat, 24 Parganas,installation of new drinking West Bengal; Marsur,water sources; Water Anekal taluk,purifications. Bengaluru, Karnataka

3. 1. Agriculture and Farm Environ- Jamo, Jagdishpur, 13.40 9.09 75.78 AllBased: ment and Shukul Bazar, expensesAgriculture and Horticulture Livelihood Singhpur, Tiloi of incurredtrainings; Transfer of Amethi District, UP; directly bytechnology; Support to Veraval Block Dist. companyDemonstration Plots; Gir Somnath, Gujarat.Agricultural implements andinputs; Exposure Visits;Integrated Agriculture /Horticulture programmes;

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TSoil Health and Organicfarming.

2. Animal Husbandry: Jamo, Jagdishpur, 0.60 2.74Animal Vaccination and Shukul Bazar,Treatment; Breed Singhpur, Tiloi ofimprovement; Milk Amethi District, UP;productivity improvement Veraval Block, Dist.programmes and Trainings Gir Somnath, Gujarat

3. Non-farm & Skills Based Jamo, Jagdishpur, 78.86 61.42Income generation Shukul Bazar,Program: Singhpur, Tiloi ofCapacity Building Amethi District, UP;Programmes; Rural Anekal Talka andenterprise Development Ramnagar District,and Income Generation Bengaluru, Karnataka;programme(IGP) support; Veraval Block GirSupport to SHGs for IGP Somnath, Gujarat;

Rishra, Barasat, 24Parganas, West Bengal

4. Natural Resource Jamo, Jagdishpur, 9.74 2.53conservation programs & Shukul Bazar,Non-conventional Energy: Singhpur, Tiloi ofBio gas support Programme; Amethi District, UP;Solar Energy Support; Other Veraval Block, Dist.energy efficient supports; Gir Somnath, Gujarat.Plantations; SoilConservation; Landdevelopment; WaterConservation and harvestingstructures; Development ofCommon pasture land;

5. Livelihood Infrastructure: 0.60Construction of CheckDams; Lift Irrigation -

4. Rural Infrastructure Rural Jagdishpur, Jamo, 23.24 25.64 25.64 Alldevelopment: Construction Develop- Amethi Dist, UP; expensesand Repair of Health ment Rishra and Barasat, incurredEducation/ livelihood projects 24 Paragna, West directly byprojects: Bengal; Veraval Block, company

Gir Somnath DistGujarat

5. 1. Institutional building & Social Jamo, Jagdishpur, 5.22 20.45 30.15 Allstrengthening: Empower- Shukul Bazar, expensesStrengthening and Formation ment Singhpur, Tiloi of incurredof Community Based Amethi District, UP; directly byOrganisations/ SHGs Veraval Block, Dist. company

Gir Somnath, Gujarat;Rishra, Barasat,24 Parganas,West Bengal

2. Support to development Anekal Takua and 1.80 2.52organizations: Ramnagar District,Support to Old age Homes; Bengaluru, Karnataka;Orphanages etc. Rishra, Barasat,

24 Parganas,West Bengal

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T 3. Awareness programmes: Veraval City Dist. 0.20 0.11Community Awareness Gir Somnath, Gujarat;programmes/ Campaign Rishra, Barasat,against social abuse, 24 Parganas,early marriages, HIV West Bengalprevention etc.

4. Social Events to Jamo, Jagdishpur, 2.40 3.63minimise causes of Shukul Bazar,poverty: Singhpur, Tiloi ofSupport to mass marriages, Amethi District, UP;widow remarriages; National Anekal Takua anddays celebrations; Support Ramnagar District,with basic amenities; Bengaluru, KA; KGBV

schools, KrishanagiriDist:, TN; Adri,Veraval City Dist.Gir Somnath, Gujarat;Rishra, Barasat,24 Parganas,West Bengal

5. Promotion of heritage/ Veraval City Dist. 1.87 1.32 Allculture/Sports: Gir Somnath, Gujarat expensesSupport to rural cultural incurredprogrammes, Festivals directly by& Melas. company

6. Disaster Relief Programs: Jamo, Jagdishpur, 0.20 2.12 AllShukul Bazar, expensesSinghpur, Tiloi of incurredAmethi District, UP; directly byVeraval City Dist. companyGir Somnath, Gujarat;Rishra, Barasat,24 Parganas,West Bengal

Overheads 88.45 89.07

Total (Rs. in Lakh) 1496.61 961.88

6. Reason for not spending two percent of the average net profit of the last three financial years on CSR:

In fact, Company has spent more than the 2% average net profit of the last 3 years as it has spent Rs 9.61 Crore as against

prescribed expenditure of Rs 9.41 Crore

RESPONSIBILITY STATEMENT

The Responsibility Statement of the Corporate Social Responsibility Committee of the Board of Directors of the Company is

reproduced below:

‘The implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Lalit Naik Rajashree BirlaManaging Director Chairperson, CSR Committee(DIN: 02943588) (DIN: 00022995)

14th May, 2015

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DIRECTORS’ REPORT - ANNEXURE VIII

At the Aditya Birla Group, we expect our executive

team to foster a culture of growth and entrepreneurial

risk-taking. Our Executive Remuneration

Philosophy/Policy supports the design of programs

that align executive rewards – including incentive

programs, retirement benefit programs, promotion

and advancement opportunities – with the long-term

success of our stakeholders.

Our business and organizational model

Our Group is a conglomerate and organized in a

manner such that there is sharing of resources and

infrastructure. This results in uniformity of business

processes and systems thereby promoting

synergies and exemplary customer experiences.

I. Objectives of the Executive Remuneration

Program

Our executive remuneration program is

designed to attract, retain, and reward talented

executives who will contribute to our long-term

success and thereby build value for our

shareholders.

Our executive remuneration program is

intended to:

1. Provide for monetary and non-monetary

remuneration elements to our executives

on a holistic basis

2. Emphasize “Pay for Performance” by

aligning incentives with business

strategies to reward executives who

achieve or exceed Group, business and

individual goals.

II. Executives

Our Executive Remuneration Philosophy/Policy

applies to the following:

1. Directors of the Company

2. Key Managerial Personnel: Chief Executive

Officer and equivalent (e.g.: Deputy

Managing Director), Chief Financial Officer

and Company Secretary.

3. Senior Management

III. Business and Talent Competitors

We benchmark our executive pay practices

and levels against peer companies in similar

industries, geographies and of similar size. In

addition, we look at secondary reference

(internal and external) benchmarks in order to

ensure that pay policies and levels across the

Group are broadly equitable and support the

Group’s global mobility objectives for executive

talent. Secondary reference points bring to the

table, the executive pay practices and pay

levels in other markets and industries, to

appreciate the differences in levels and

medium of pay and build in as appropriate

for decision making.

IV. Executive Pay Positioning

We aim to provide competitive remuneration

opportunities to our executives by positioning

target total remuneration (including perks

and benefits, annual incentive pay-outs,

long term incentive pay-outs at target

performance) and target total cash

compensation (including annual incentive

pay-outs) at target performance directionally

between median and top quartile of the

primary talent market. We recognize the size

and scope of the role and the market

standing, skills and experience of incumbents

while positioning our executives.

We use secondary market data only as a

reference point for determining the types

and amount of remuneration while principally

believing that target total remuneration

packages should reflect the typical cost

of comparable executive talent available in

the sector.

V. Executive Pay-Mix

Our executive pay-mix aims to strike the

appropriate balance between key

components: (i) Fixed Cash compensation

(Basic Salary + Allowances) (ii) Annual

Incentive Plan (iii) Long-Term Incentives (iv)

Perks and Benefits

Annual Incentive Plan:

We tie annual incentive plan pay-outs of our

executives to relevant financial and

operational metrics achievement and their

individual performance. We annually align the

financial and operational metrics with

priorities/ focus areas for the business.

Long-Term Incentive:

Our Long-term incentive plans incentivize

stretch performance, link executive

Aditya Birla Group: Executive Remuneration Philosophy/Policy

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DIRECTORS’ REPORT - ANNEXURE VIII

remuneration to sustained long term growth

and act as a retention and reward tool.

We use stock options as the primary long-term

incentive vehicles for our executives as we

believe that they best align executive

incentives with stockholder interests.

We grant restricted stock units as a secondary

long term incentive vehicles, to motivate and

retain our executives.

VI. Performance Goal Setting

We aim to ensure that for both annual incentive

plans and long term incentive plans, the target

performance goals shall be achievable and

realistic.

Threshold performance (the point at which

incentive plans are paid out at their minimum,

but non-zero, level) shall reflect a base-line

level of performance, reflecting an estimated

90% probability of achievement.

Target performance is the expected level of

performance at the beginning of the

performance cycle, taking into account all

known relevant facts likely to impact measured

performance.

Maximum performance (the point at which the

maximum plan payout is made) shall be based

on an exceptional level of achievement,

reflecting no more than an estimated 10%

probability of achievement.

VII. Executive Benefits and Perquisites

Our executives are eligible to participate in

our broad-based retirement, health and

welfare, and other employee benefit plans. In

addition to these broad-based plans, they are

eligible for perquisites and benefits plans

commensurate with their roles. These benefits

are designed to encourage long-term careers

with the Group.

Other Remuneration Elements

Each of our executives is subject to anemployment agreement. Each such agreementgenerally provides for a total remunerationpackage for our executives including continuityof service across the Group Companies.

We limit other remuneration elements, for e.g.Change in Control (CIC) agreements, severanceagreements, to instances of compellingbusiness need or competitive rationale andgenerally do not provide for any tax gross-upsfor our executives.

Risk and Compliance

We aim to ensure that the Group’s remunerationprograms do not encourage excessive risktaking. We review our remuneration programsfor factors such as, remuneration mix overlyweighted towards annual incentives, uncappedpay-outs, unreasonable goals or thresholds,steep pay-out cliffs at certain performancelevels that may encourage short-term decisionsto meet pay-out thresholds.

Claw back Clause:

In an incident of restatement of financialstatements, due to fraud or non-compliance withany requirement of the Companies Act 2013 andthe rules made thereafter, we shall recover fromour executives, the remuneration received inexcess, of what would be payable to him/her asper restatement of financial statements,pertaining to the relevant performance year.

Implementation

The Group and Business Centre of Expertiseteams will assist the Nomination &Remuneration Committee in adopting,interpreting and implementing the ExecutiveRemuneration Philosophy/Policy. Theseservices will be established through “arm’slength”, agreements entered into as needsarise in the normal course of business.

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DIRECTORS’ REPORT - ANNEXURE IX

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To

The Members

ADITYA BIRLA NUVO LIMITEDINDIAN RAYON COMPOUND,

VERAVAL - 362266, GUJARAT

We have conducted the Secretarial Audit of thecompliance of applicable statutory provisions and theadherence to corporate practices by ADITYA BIRLANUVO LIMITED (hereinafter called ‘the Company’) forthe audit period covering the financial year ended on31st March, 2015. Secretarial Audit was conducted in amanner that provided us a reasonable basis forevaluating the corporate conducts / statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books,papers, minute books, forms and returns filed and otherrecords maintained by the Company and also theinformation provided by the Company, its officers, agentsand authorized representatives during the conduct ofSecretarial Audit; we hereby report that in our opinion,the Company has, during the audit period generallycomplied with the statutory provisions listed hereunderand also that the Company has proper Board-processesand compliance mechanism in place to the extent, inthe manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books,forms and returns filed and other records maintainedby the Company for the financial year ended on 31st

March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the Rulesmade thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956(SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulationsand Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and theRules and Regulations made thereunder to theextent of Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelinesprescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’) :

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India(Issue of Capital and DisclosureRequirements) Regulations, 2009;

(d) The Securities and Exchange Board of India(Employee Stock Option Scheme andEmployee Stock Purchase Scheme)Guidelines, 1999; and The Securities andExchange Board of India (Share BasedEmployee Benefits) Regulations, 2014.

SECRETARIAL AUDIT REPORTFor the financial year ended 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule No.9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014]

(e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities)Regulations, 2008;

(f) The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client;

We have also examined compliance with the applicableclauses of the Listing Agreements entered into by theCompany with the Stock Exchanges.

During the period under review, the Company hasgenerally complied with the provisions of the Act, Rules,Regulations, Guidelines etc. mentioned above.

During the period under review, provisions of thefollowing regulations were not applicable to theCompany:

(i) The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009;

(ii) The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998

(iii) Secretarial Standards issued by The Institute ofCompany Secretaries of India (since not approvedby the Central Government).

We further report that -The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Thechanges in the composition of the Board of Directorsthat took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule theBoard meetings, agenda and detailed notes on agendawere sent at least seven days in advance, and a systemexists for seeking and obtaining further information andclarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Decisions at the meetings of the Board of Directors ofthe Company were carried through on the basis ofmajority. There were no dissenting views by any memberof the Board of Directors during the period under review.

We further report that–There are adequate systems and processes in theCompany commensurate with the size and operationsof the Company to monitor and ensure compliance withapplicable laws, rules, regulations and guidelinesreferred to above.

We further report that during the audit period therewas no specific event/action having a major bearing onthe Company’ s affairs in pursuance to the above referredlaws, rules, regulations, guidelines, etc referred to above.

For BNP & AssociatesCompany Secretaries

Keyoor BakshiPlace: Mumbai PartnerDate:14th May, 2015 FCS 1844 / CP No.2720

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BUSINESS RESPONSIBILITY REPORT

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Section A: General Information about the Company

1. Corporate Identity Number (CIN) L17199GJ1956PLC001107

of the Company

2. Name of the Company Aditya Birla Nuvo Limited

3. Registered Address Indian Rayon Compound,

Veraval, Gujarat – 362 266, India.

4. Website www.adityabirlanuvo.com5. E-mail ID [email protected]

6. Financial Year Reported 1st April, 2014 to 31st March, 2015.

7. Sector(s) that the Company is Name of the Sector Codeengaged in (industrial activity Rayon 540341

code-wise) Textiles 0105

Fertilisers (Agri Business) Urea – 31021000

Liquid Argon -

28042100

Liquid Anhydrous

Ammonia –

28141000

Customized

Fertilizers –

31052000

Organic Manure –

31010099

Bentonite Sulphur –

25030010

Insulators (Power & Energy) 8546

Garments (Fashion & Lifestyle) 0199

8. List three key products/services that (i) Branded Apparels and Accessoriesthe Company manufactures/provides (ii) Textiles(as in the Balance Sheet) (iii)Agri Business (Fertiliser, Agro Chemicals and

Seeds)

9. Total number of locations where i. Number of International Locationsbusiness activity is undertaken (Provide details of major 5): On a standaloneby the Company basis, Aditya Birla Nuvo Limited does not have

any manufacturing Unit outside India.ii. Number of National Locations: 6

10. Markets Served by the Company National

Section B: Financial Details of the Company

1. Paid-up Capital (INR) ` 13,014 lakhs

2. Total Turnover (INR) ` 8,93,826 lakhs

3. Total Profit After Tax (INR) ` 52,769 lakhs

4. Total Spending on Corporate Social The total spending on Corporate SocialResponsibility (CSR) as percentage Responsibility (CSR) is 2.04% of the averageof Profit After Tax (%) Net Profit of the Company for the previous

three financial years.

5. List of Activities in which expenditure Education, Medical Relief, Rural Development,in 4 above has been incurred Healthcare, Sustainable Livelihood, Women Empowerment,

Social Causes and Infrastructure Development.

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Section C: Other Details

1. Does the Company have any Subsidiary Company/Companies?Yes.

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parentcompany? If yes, then indicate the number of such subsidiary company(s):The Business Responsibility initiatives of the Parent Company apply to its subsidiaries. The Company

encourages its subsidiary companies to participate in the community projects/programmes carried

out under the aegis of the Aditya Birla Centre for Community Initiatives and Rural Development.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does businesswith, participate in the BR initiatives of the Company? If yes, then indicate the percentage ofsuch entity/entities? [Less than 30%, 30-60%, More than 60%]:The Company does not mandate its suppliers/distributors to participate in the Company’s BR

initiatives. However, they are encouraged to adopt such practices and follow the concept of being

a responsible business.

Section D: BR Information

1. Details of Director/Directors responsible for BR

a) Details of the Director/Directors responsible for implementation of the BR Policy/Policies

DIN Number : 02943588

Name : Mr. Lalit Naik

Designation : Managing Director

b) Details of the BR Head

Sr. Particulars Details No.

1. DIN Number NA

(if applicable)

2. Units Indian Rayon, Veraval Jaya Shree Textiles, Madura Fashion & Insulators (Halol and

Rishra Lifestyle Rishra) & Fertilizers,

Jagdishpur

Name Mr. Bir Kapoor Mr. S. Krishnamoorthy Mr. Ashish Dikshit Mr. Raj Narayanan

3. Designation Unit Head Unit Head Business Head Business Head

4. Telephone 02876-248401 033-26001200 0806-7271600/2600 Fertilizer, Jagdishpur-

number 05361-270032/39

Insulator Halol -

02676-221002

Insulator Rishra -

033-26723535

5. e-mail ID bir.kapoor@ s.krishnamoorthy@ ashish.dikshit@madura. raj.narayanan@

adityabirla.com adityabirla.com adityabirla.com adityabirla.com

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2. Principle-wise (as per NVGs) BR Policy/Policies (Reply in Y/N)The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities

of Business released by the Ministry of Corporate Affairs has adopted nine areas of Business

Responsibility. These briefly are as follows:

P1 Businesses should conduct and govern themselves with Ethics, Transparency and

Accountability.

P2 Businesses should provide goods and services that are safe and contribute to sustainability

through their life cycle.

P3 Businesses should promote the wellbeing of all employees.

P4 Businesses should respect the interests of and be responsive towards all stakeholders,

especially those who are disadvantaged, vulnerable and marginalized.

P5 Businesses should respect and promote human rights.

P6 Businesses should respect, protect and make efforts to restore the environment.

P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a

responsible manner.

P8 Businesses should support inclusive growth and equitable development.

P9 Businesses should engage with and provide value to their customers and consumers in a

responsible manner.

Sr.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. Do you have policy/policies for… Y Y Y Y Y Y Y Y Y

2. Has the policy been formulatedin consultation with the relevant Y Y Y Y Y Y Y Y Ystakeholders?

3. Does the policy conform to anyNational/International Standards? __If yes, specify? (50 Words).

4. Has the policy been approved bythe Board? If yes, has it been

Yessigned by MD / Owner / CEO /Appropriate Board Director?

5. Does the Company have a specifiedCommittee of the Board/Director/Official to oversee the Y Y Y Y Y Y Y Y Y

implementation of the policy?

6. Indicate the link for the policy to be www.adityabirlanuvo.com.

viewed online? View restricted to employees.

7. Has the policy been formally The policies are communicated to key internalcommunicated to all relevant stakeholders and it is an ongoing process.internal and external stakeholders?

8. Does the Company have in-housestructure to implement the policy/ Y Y Y Y Y Y Y Y Ypolicies?

9. Does the Company have a grievanceredressal mechanism related to thepolicy/policies to address Y Y Y Y Y Y Y Y Ystakeholders’ grievances relatedto the policy/policies?

10. Has the Company carried out Y Y Y Y Y Y Y Y Yindependent audit/evaluation of theworking of this policy by an internal Internal Auditors of the Company from time toor external agency? time review implementation of these Policies.

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2a. If answer to Sr. No.1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)

Sr.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. The company has not understood

the Principles

2. The company is not at a stage

where it finds itself in a position to

formulate and implement the

policies on specified Principles

3. The company does not have

financial or manpower resources Not Applicable

available for the task

4. It is planned to be done within

next 6 months

5. It is planned to be done within

the next 1 year

6. Any other reason (please specify)

3. Governance related to BR

• Indicate the frequency with which theBoard of Directors, Committee of theBoard or CEO to assess the BRperformance of the Company. Within 3months, 3-6 months, Annually, Morethan 1 year

By the Business CSR Committee on a

periodical basis,

• Does the Company publish a BR or aSustainability Report? What is thehyperlink for viewing this report? Howfrequently it is published?

Business Responsibility Report, Social

Report on Inclusive Growth and

Synergizing Growth with Responsibility

(Sustainable Development) are part of the

Annual Report. It is published every year.

It is also available on the Company’s

website www.adityabirlanuvo.com.

Section E: Principle – wise performance

Aditya Birla Nuvo Limited (ABNL) is a part of the

Aditya Birla Group, which has long standing

policies on various aspects of doing business

and managing its external interfaces.

Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparencyand Accountability.

1. Does the policy relating to ethics, briberyand corruption cover only the Company?

Yes/No. Does it extend to the Group/ JointVenture/ Suppliers/ Contractors/ NGOs/Others?

The Company’s governance structure guides

the organization keeping in mind the core

values of Integrity, Commitment, Passion,

Seamlessness and Speed. The Corporate

Principles and Code of Conduct cover the

Company and all its Subsidiaries and are

applicable to all the employees of the Company

and its subsidiaries.

2. How many stakeholder complaints havebeen received in the past financial year andwhat percentage was satisfactorily resolvedby the management? If so, provide detailsthereof in about 50 words or so.

No stakeholder complaint was received during

the year.

Principle 2: Businesses should provide goodsand services that are safe and contribute tosustainability throughout their life cycle.

1. List upto 3 of your products or serviceswhose design has incorporated social orenvironmental concerns, risks and/oropportunities.

The Company is a responsible corporate

citizen and is committed to sustainable

development and looks at ways to preserve

the environment and manage resources

responsibly. Being aware of its obligations

relating to social and environmental concerns,

and risks, the Company’s Customized

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Fertilizers Plant is designed for zero effluent.

At various stages, emission control measures

have been incorporated to keep environmental

emission below the environmental norms.

i. Customized fertilizers have been launched

to improve the nutrient level efficiency and

reduce environmental losses. Indo Gulf

Fertilizers Unit (‘the Unit’) has developed

and manufactured neem coated urea

which promotes slow release of nitrogen

and consequential reduction in emission

of Green House gases and simultaneously

enhancing the growth of farmers. The Unit

also produces organic manure for

improving organic content of the soil.

ii. To stop any accident due to speed or to

avoid any environmental release in the

atmosphere, Indian Rayon Unit has

installed GPS (Global Positioning System)

in the trucks carrying hazardous gases.

iii. Madura Fashions & Lifestyle Unit at

Bangalore has eliminated the use of Poly

Bag and undertakes to recycle plastics,

medical waste and water

2. For each such product, provide followingdetails in respect of resource use (energy,water, raw material etc.) per unit of product(optional):

At Indo Gulf Fertilizers (IGF) Plant, customised

fertilisers have been launched to improve the

nutrient level efficiency and reduce

environmental losses. IGF has developed and

are manufacturing neem coated Urea which

promotes slow release of Nitrogen,

consequential reduction in emission of Green

House Gases and simultaneously enhances

growth of farmers. Organic manure is also

produced to improve organic content of the

soil.

The main products at IGF, whose design has

incorporated social or environmental concerns,

risk and opportunities are Ammonia, Urea,

Argon and Customised Fertiliser / Value added

product.

(i) Reduction during sourcing/production/distribution achieved since the previousyear throughout the value chain?

Customised Fertiliser plant is designed for

zero effluent. At various stages emission

control measures have been incorporated

to keep the environmental emission below

the environmental norms.

IGF has taken several initiatives to reduce

consumption of energy and water during

its uses. It has implemented ESS project

to bring down Energy consumption. Today

IGF is the best fertilizer plant amongst the

vintage plants in India and second best

amongst all fertilizer plants.

IGF has taken several initiatives to reduce

consumption of water during its use. It has

inbuilt processes to treat process

condensate generated in manufacturing

and condensate generated, is recycled /

reused. Besides this, about 55 % of the

total treated effluent water is utilized for

irrigation purpose.

Madura Fashion & Lifestyle Unit has

introduced a special range in denims

called “Oxygeans” which requires very

less water for its manufacturing and 80 Ltrs

of water is saved on production of every

denim trouser.

Jaya Shree Textile Unit has reduced its

coal consumption by 13% in last 5 years

(ii) Reduction during usage by consumers(energy, water) has been achieved sincethe previous year?

At Madura Fashion & Lifestyle Unit, Louis

Philippe has manufactures perma press

range which is procured as non iron shirts.

Consumers can iron the garments with

less heat which actually saves the power/

energy and also enhances the life of the

garment.

At Indo Gulf Fertilizers Unit, Customised

Fertilisers improves agricultural

productivity by 10-15 % and reduces

environmental losses and Neem Coated

Urea improves productivity due to higher

nutrient efficiency.

3. Does the company have procedures in placefor sustainable sourcing (includingtransportation)?

(i) If yes, what percentage of your inputswas sourced sustainably? Alsoprovide details thereof, in about 50words or so.

The Company has built up highly

integrated horizontal and vertical

integration processes in its operation. All

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the major input under the Company’s

control are sourced sustainably.

At Indo Gulf Fertilizers Unit, Natural Gas

is used as major raw material for Ammonia

/ Urea manufacturing. This gas is supplied

by gas pipeline network of Gas Authority

of India (GAIL). IGF has signed a Gas

Sales & Purchase Agreement and Gas

Transport Agreement with GAIL. 100 % of

the Natural Gas is sourced on sustainable

basis. These agreements lay down various

guidelines for the purpose of gas

procurement, usage, billing, etc. IGF is

having dedicated pipeline for water supply

from Gomti river to the plant. As a fall back

arrangement, IGF is also having 6 boilers

to sustain water supply.

Madura Fashion & Lifestyle Unit the use

of paper carry bags is continued and

encouraged over plastic carry bags. Use

of plastic hangers of trousers have been

completely removed from formal trousers.

4. Has the company taken any steps to procuregoods and services from local &smallproducers, including communitiessurrounding their place of work? If yes, whatsteps have been taken to improve theircapacity and capability of local and smallvendors?

To ensure a positive impact of sourcing of raw

materials and other resources, as well as

product distribution and to create employment

for the populace, the Company gives priority

to procure goods and services from local

suppliers and service providers over outside

suppliers.

At Aditya Birla Insulators Halol, Rishra and

Rayon Unit, goods and services are sourced

from local suppliers so as to strengthen them

financially and with the objective of

development of vendors within the vicinity of

the Company and getting timely supplies

besides the cost advantage in such sourcing.

Research & Development team has jointly

worked with local vendors for supply of Cap/

Pin/Security clips/ GI Spindles etc. for

enhancing their capability. This also reduces

pipeline inventory due to reduced

transportation. Trainings are provided to

workmen and need based visits are in place.

At Madura, as a part of CSR promotional

activity, MFL is in the process of getting the

suit cover samples from the orphanage home.

If the quality is accepted, some percentage of

the suit cover requirement would be procured.

At Indo Gulf Fertilizers Unit, HDPE bags are

procured from local vendors. Local service

contractors are employed for providing

transport, civil, engineering, manpower supply,

and other related services. IGF team visits

these plants with the objective of cost

optimization by (i) reducing losses during

manufacturing stage and (ii) improving efficient

use of energy. With the help of the bag

suppliers IGF has taken new developmental

initiatives.

5. Does the company have a mechanism torecycle products and waste? If yes what isthe percentage of recycling of products andwaste (separately as <5%, 5-10%, >10%).Also provide details thereof in 50 words orso.

The Company has taken various initiatives

towards waste management and continuously

monitors with a view to ensure reduction in

waste generation. Company believes in 3-R

Principles (Reduce, Recycle and Reuse).

Ammonia / Urea manufacturing processed at

Indo Gulf Fertilizers Unit (IGF) is based on total

recycling process and adequate measures are

incorporated since design stage to recycle

100% of the unfinished/ unconverted

components back to process. Besides this, IGF

has installed system to reuse treated effluent

for irrigation purpose thus reducing quantity

of effluent discharge. IGF has constructed a

‘Recharge Pit’ to store rain water for recharging

underground water table.

At Madura Fashion & Lifestyle Unit, 100% of

Sewage Treatment Plant water is utilized for

gardening purpose. Improved corrugated

cartons have been recycled in MFL for

movement of packed shirts from factory

locations to central warehouse.

At Insulators Rishra, around 5 – 10 % of water

is getting recycled and rejects are taken back

for recycle.

Principle 3 - Businesses should promote the wellbeing of all employees.

1. Please indicate the Total number ofemployees (permanent).

18,052

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2. Please indicate the Total number ofemployees hired on temporary /contractual/casual basis.

7,131

3. Please indicate the Number of permanentwomen employees.

7,742

4. Please indicate the Number of permanentemployees with disabilities.

180

5. Do you have an employee association thatis recognized by management?

Yes.

6. What percentage of your permanentemployees is members of this recognizedemployee association?

Practically all the non-supervisory permanent

employees at manufacturing locations are

members of recognized employee association.

7. Please indicate the Number of complaintsrelating to child labour, forced labour,involuntary labour, sexual harassment in thelast financial year and pending, as on theend of the financial year.

Sr. Category No. of complaints No. of complaintsNo. filed during the pending as at

financial year end of thefinancial year

1. Child labour /

forced Labour /

involuntary labour NIL NIL

2. Sexual

harassment NIL NIL

3. Discriminatory

employment NIL NIL

8. What percentage of your under mentionedemployees were given safety & skill up-gradation training in the last year?

Sr. Category of Employees Safety Skill UpNo. Training* gradation

1. Permanent Employees 100% 84.25%

2. Permanent Women

Employees 100% 82.60%

3. Casual/Temporary/

Contractual Employees 100% 81.79%

4. Employees with Disabilities 100% 74%

* 100% safety training is imparted at the time of joining

Principle 4: Businesses should respect theinterests of, and be responsive towards allstakeholders, especially those who aredisadvantaged, vulnerable and marginalized.

1. Has the company mapped its internal andexternal stakeholders? Yes/No

Yes.

2. Out of the above, has the company identifiedthe disadvantaged, vulnerable &marginalized stakeholders?

Yes.

3. Are there any special initiatives taken by thecompany to engage with the disadvantaged,vulnerable and marginalized stakeholders. Ifso, provide details thereof in 50 words or so.

The Company endeavors to bring in inclusive

growth and the same are channelized through

the Aditya Birla Centre for Community Initiatives

and Rural Development. Several initiatives for

differently-abled people in local communities

at various plant locations include:

• Tailoring Training Classes for the rural

women in co-ordination with IGNOU and

Local NGO.

• A private school in the vicinity of Rishra

has been adopted where the students of

underprivileged segment study.

• Jute production cum training center for the

underprivileged women is undertaken at

Jaya Shree Textiles Rishra, to support their

regular income generation and the training

and market linkage of the product is

prepared by them.

• We advocate and support the needy

people in the society through supporting

Old Age, Orphanage centres.

• Education Aid support like Uniforms,

Notebooks, desk etc. and Skill

development programs (computer

education), special coaching classes

support (Spoken English) to the Rural

Govt. Schools students at Madura unit.

Principle 5: Businesses should respect andpromote human rights.

1. Does the policy of the Company on HumanRights cover only the Company or extendsto the Group/Joint Ventures /Suppliers /Contractors/NGOs/others?

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The Company has in place a Human Rights

Policy which extends to Units and Subsidiaries

of the Company.

2. How many stakeholder complaints havebeen received in the past financial year andwhat percent was satisfactorily resolved bythe management?

No complaints were received during the year.

Principle 6: Businesses should respect, protect,and make efforts to restore the environment.

1. Does the policy related to Principle 6 coveronly the company or extends to the Group/Joint Ventures /Suppliers / Contractors/NGOs/others?

Company’s Safety Health and Environment

Policy cover its Units and Subsidiaries.

2. Does the company have strategies/initiatives to address global environmentalissues such as climate change, globalwarming, etc? Y/N. If yes, please givehyperlink for webpage etc.

Yes, the Company is committed to address

issues of global warming and reduction of

emission. Please refer to Environment Report

of the Annual Report for environmental initiatives

taken. The same is also available on the

Company’s website www.adityabirlanuvo.com

3. Does the company identify and assesspotential environmental risks? Y/N

Yes.

4. Does the company have any project relatedto Clean Development Mechanism? If so,provide details thereof in, about 50 wordsor so. If Yes, whether any environmentalcompliance report is filed?

Yes. Since the projects undertaken by Indo Gulf

Fertilizers Unit are monitored by United Nations

Framework Convention on Climate Change no

Compliance report is submitted.

5. Has the Company undertaken any otherinitiatives on – clean technology, energyefficiency, renewable energy, etc. Y/N. If yes,please give hyperlink for web page etc.

The Company has taken several initiatives on

clean technology, energy efficiency and

renewable energy. Please refer to Annexure VI

of the Directors Report of the Annual Report

FY 2014 -2015 for energy conservation

initiatives. The same is also available on the

Company’s website www.adityabirlanuvo.com

6. Are the Emissions/Waste generated by theCompany within the permissible limits givenby CPCB/SPCB for the financial year beingreported?

Yes, the Emissions/Waste generated by the

Company are within the permissible limits given

by CPCB/SPCB, and are reported.

7. Number of show cause/ legal noticesreceived from CPCB/SPCB which arepending (i.e. not resolved to satisfaction) ason end of Financial Year.

No show cause/ legal notices received from

CPCB/SPCB.

Principle 7: Businesses, when engaged ininfluencing public and regulatory policy, shoulddo so in a responsible manner.

1. Is your company a member of any trade andchamber or association? If Yes, Name onlythose major ones that your business dealswith:

The Company is a Member of Association

several associations viz.

• Associated Chambers of Commerce &

Industry of India

• Indian Merchant Chamber

• Federation of Indian Chamber of

Commerce & Industry

• Fertilisers Association of India (FAI)

• PHD Chamber of Commerce and Industry

of Uttar Pradesh

• Associated Chambers of Commerce &

Industry of Uttar Pradesh

• Confederation of Indian Industry

• Federation of Indian Exporters

Organisation

• Retailer Association of India

• National Safety Council

• Indian Woolen Mills Federation

• Bombay Textiles Research Associations

2. Have you advocated/lobbied through aboveassociations for the advancement orimprovement of public good? Yes/No; if yesspecify the broad areas (drop box:

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Governance and Administration, EconomicReforms, Inclusive Development Policies,Energy security, Water, Food Security,Sustainable Business Principles, Others)

Yes, the broad areas are Water, Food,

Economic reforms, Environment and Energy

issues and sustainable business. The platform

has been used to highlight and seek redressal

on issues impacting domestic industry

survival

Principle 8: Businesses should supportinclusive growth and equitable development.

1. Does the company have specifiedprogrammes/initiatives/projects in pursuitof the policy related to Principle 8? If yesdetails thereof.

Yes, the Company has formulated a well –

defined CSR Policy which focuses on Health,

Education, Women Empowerment, Sustainable

Livelihood Development, Infrastructure

Support and Social Reforms etc.

2. Are the programmes / projects undertakenthrough in-house team / own foundation /external NGO /government structures/anyother organization?

The programmes/projects are undertaken

through in-house teams/our foundation as well

as in partnership with Non Governmental

Organizations (NGOs) and governmental

institutions to serve areas of community growth

and sustainable development.

3. Have you done any impact assessment ofyour initiative?Yes.

4. What is your Company’s direct contributionto community development projects-Amount in INR and the details of the projectsundertaken?

Company has spent an amount of Rs. 9.61 Crore

on CSR activities on Education, Healthcare,

Sustainable Livelihood, Women Empowerment

and Infrastructure Development.

5. Have you taken steps to ensure that thiscommunity development initiative issuccessfully adopted by the community?Please explain in 50 words, or so.

Yes, the Company has taken steps to ensure

that the Community Initiatives benefit the

Community. Projects evolve out of the felt

needs of the communities and they are

engaged intensely in all of these.

Principle 9: Businesses should engage withand provide value to their customers andconsumers in a responsible manner.

1. What percentage of customer complaints/consumer cases are pending as on the endof financial year.

The Company has a well-defined system of

addressing customer complaints. All

complaints are appropriately addressed and

resolved.

2. Does the company display productinformation on the product label, overand above what is mandated as per locallaws? Yes/No/N.A. /Remarks (additionalinformation)

The Company displays product information as

mandated as per local laws.

3. Is there any case filed by any stakeholderagainst the company regarding unfair tradepractices, irresponsible advertising and/oranti-competitive behavior during the lastfive years and pending as on end of financialyear. If so, provide details thereof, in about50 words or so.

NIL

4. Did your Company carry out any consumersurvey/ consumer satisfaction trends?

Yes, Consumer Satisfaction Surveys are being

conducted periodically to assess the consumer

satisfaction.

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Governance Philosophy

Aditya Birla Nuvo Limited is committed to

adoption of best governance practices and its

adherence in the true spirit, at all times. Our

governance practices are a product of self-desire,

reflecting the culture of trusteeship that is deeply

ingrained in our value system and reflected in our

strategic thought process. At a macro level, our

governance philosophy rests on five basic tenets,

viz., Board accountability to the Company and

shareholders, strategic guidance and effective

monitoring by the Board, protection of minority

interests and rights, equitable treatment of all

shareholders as well as superior transparency and

timely disclosures.

In line with this philosophy, your Company, a

flagship company of the Aditya Birla Group, is

striving for excellence through adoption of best

governance and disclosure practices. The

Company, as a continuous process, strengthens

the quality of disclosures, on the Board composition

and its functioning, remuneration paid and level of

compliance with various Corporate Governance

Codes.

Your Company continuously strives to achieve

excellence in corporate governance through its

values – Integrity, Commitment, Passion,

Seamlessness and Speed.

Compliance with Corporate GovernanceGuidelines

In terms of Clause 49 of the Listing Agreement

entered into with the Stock Exchanges, the details

of compliance for the year ended 31st March, 2015

are as follows:

BOARD OF DIRECTORS

Composition of the Board

As on 31st March, 2015, your Company’s Board comprises of 10 (Ten) Directors, which include

5 Independent Directors, 3 Non-Executive Directors (including a Nominee of LIC) and 2 Executive

Directors. The composition of your Board is in conformity with the requirements of Clause 49 of the

Listing Agreement as well as the Companies Act, 2013 (“the Act”). Your Directors on the Board are

experienced, competent and highly renowned persons in their respective fields.

All the Directors are liable to retire by rotation except the Independent Directors whose term of

5 consecutive years was approved by the shareholders of the Company in the Annual General Meeting

held on 11th September, 2014.

The details of the Directors with regards to their other directorships and positions held in the Committees

are as follows:

Name of the Director Executive/ No. of Outside Outside CommitteeNon-Executive/ Directorship(s) Positions Held3

Independent1 in other IndianPublic Member Chairman/

Companies2 ChairpersonMr. Kumar Mangalam Birla

(DIN:00012813) Non-Executive 8 — —

Mrs. Rajashree Birla

(DIN:00022995) Non-Executive 5 — —

Mr. B. L. Shah4

(DIN: 00017357) Non-Executive 2 — —

Mr. P. Murari

(DIN:00020437) Independent 8 4 1

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Mr. B. R. Gupta


Ms. Tarjani Vakil


Mr. S. C. Bhargava


Mr. G. P. Gupta


Dr. Rakesh Jain5

(DIN:00020425) Managing Director 6 2 —

Mr. Lalit Naik6

(DIN:02943588) Managing Director 3 — —

Mr. Sushil Agarwal

(DIN:00060017) Whole- time Director 5 2 —

Mr. T. Chattopadhyay

(DIN:00041581) Non Executive 1 1 —

Notes:1. Independent Director means a Director as defined under Clause 49 of the Listing Agreement and in

Section 149 of the Act.

2. Excluding Directorships held in foreign companies and companies under Section 8 of the Act, 2013.

3. Only two committees viz. the Audit Committee and the Stakeholder Relationship Committee of all

public limited companies have been considered.

4. Mr. B.L. Shah ceased to be the Director of the Company with effect from 25th September, 2014.

5. Dr. Rakesh Jain has ceased to be the Managing Director & Director of the Company w.e.f.

1st July, 2014.

6. Mr. Lalit Naik has been appointed as the Managing Director of the Company w.e.f. 1st July, 2014.

7. No Director is related to any other Director on Board, except Mr. Kumar Mangalam Birla and

Mrs. Rajashree Birla, who are related as son and mother, respectively.

Name of the Director Executive/ No. of Outside Outside CommitteeNon-Executive/ Directorship(s) Positions Held3

Independent1 in other IndianPublic Member Chairman/

Companies2 Chairperson

Non-Executive Directors’ Compensation andDisclosure

Sitting fees for attending the meetings of the Board/

Committees and Commission paid to the Non-

Executive Directors and the Independent Directors

have been recommended by the Nomination and

Remuneration Committee of the Board and

approved by the Board of Directors. The

Commission paid is within the overall limits as

approved by the shareholders.

Details of the Sitting fees / Commission paid to such

Directors are given separately in this Report.

Board’s Functioning and Procedure

The Company’s Board of Directors plays a primary

role in ensuring good governance and functioning

of the Company. The Board’s role, functions,

responsibilities and accountabilities are well

defined. All relevant information is regularly placed

before the Board. The Board reviews compliance

reports of all laws as applicable to the Company,

as well as steps taken by the Company to rectify

instances of non-compliances, if any. The members

of the Board have complete freedom to express

their opinion and decisions are taken after detailed

discussions.

The Board meets at least once every quarter to

review the quarterly results and other items on the

agenda and additional meetings are held as and

when necessary.

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Five Board meetings were held during the year

ended 31st March, 2015. The details of the Board

meetings held during the year under review, dates

on which held and number of Directors present are

as follows:

Date of Board Board No. of DirectorsMeeting Strength Present

20th May, 2014 12 10

26th June, 2014 12 10

12th August, 2014 11 9

12th November, 2014 10 9

10th February, 2015 10 8

Your Company’s Board plays a pivotal role in

ensuring good governance and functioning of your

Company. The Directors are professionals, have

expertise in their respective functional areas and

bring a wide range of skills and experience to the

Board.

The Board has unfettered and complete access to

any information within your Company. Members of

the Board have complete freedom to express their

views on agenda items and can discuss any matter

at the meeting with the permission of the Chairman.

The Board periodically reviews all the relevant

information, which is required to be placed before

it pursuant to Annexure X to Clause 49 of the Listing

Agreement with the stock exchanges and in

particular reviews and approves corporate

strategies, business plans, annual budgets,

projects and capital expenditure, etc. The Board

provides direction and exercises appropriate

control to ensure that your Company is managed

in a manner that fulfils stakeholder’s aspirations and

societal expectations.

In addition to the quarterly meetings, the Board

also meets to address specific needs and business

requirements of your Company.

The details of attendance of each Director at the Board meetings and at the last Annual General Meeting

(AGM) are as follows:

Name of Director Category No. of AttendedBoard Meetings Last AGM@

Held Attended

Mr. Kumar Mangalam Birla Non-Executive 5 3 No

Mrs. Rajashree Birla Non-Executive 5 4 No

Mr. B. L. Shah* Non-Executive 3 3 No

Mr. P. Murari Independent 5 3 No

Mr. B. R. Gupta Independent 5 5 Yes

Ms. Tarjani Vakil Independent 5 5 Yes

Mr. S. C. Bhargava Independent 5 5 No

Mr. G. P. Gupta Independent 5 2 No

Dr. Rakesh Jain# Managing Director 2 2 No

Mr. Lalit Naik Managing Director 5 5 Yes

Mr. Sushil Agarwal Whole- time Director 5 5 Yes

Mr. T. Chattopadhyay Non Executive 5 4 No

@ AGM held on 11th September 2014 at the registered office of the Company-Indian Rayon Compound,

Veraval

* Mr. B.L. Shah ceased to be the Director of the Company with effect from 25th September, 2014.

# Dr Rakesh Jain ceased to be the Director of the Company with effect from 30th June 2014.

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Code of Conduct

In compliance with Clause 49 of the Listing

Agreement, the Company has adopted a Code of

Conduct for the Board Members and Senior

Management Personnel (the “Code”). The Code is

applicable to all the Board Members and Senior

Management of the Company. All the Board

Members and Senior Management Personnel have

confirmed compliance with the Code. A declaration

by Managing Director affirming the compliance of

the Code of Conduct for Board Members and

Senior Management is annexed at the end of the

Report. The Code is available on the Company’s

website.

Board training and Induction

A formal letter of appointment together with an

induction kit is provided to the Independent

Directors at the time of their appointment stating

out their roles, functions, duties and responsibilities.

The Independent Directors are familiarised with

your Company’s businesses and its operations.

Interactions are held between the Independent

Directors and senior management of your

Company.

Performance evaluation of Board

A formal evaluation mechanism has been adopted

by the Board for evaluating its performance as well

as performance of its Committees and the

individual directors of the Company. Performance

of all directors of the Company has been carried

out by way of structured evaluation process and

after seeking inputs from all the Directors. Criteria

for evaluation included attendance at the meetings,

contribution at the meetings, preparedness for

meetings, effective decisions making ability, etc.

Independent Directors meeting

In accordance with the provisions of Schedule IV

of the Companies Act, 2013 and Clause 49 of the

Listing Agreement, a meeting of the Independent

Directors of your Company was held on

10th February, 2015 without the presence of the

Non-Independent Directors and the members of

the management. The Independent Directors

discussed the matters interalia including, the

performance/functioning of the Company, flow of

information to the Board & Board Committees, etc.

Prevention of Insider Trading

In terms of the provisions of the Securities and

Exchange Board of India (Prevention of Insider

Trading) Regulation, 1992 your Company has

adopted the Code of Conduct for Dealing in Listed

Securities of Group Companies (“the Code”). The

Code aims at preserving and preventing misuse

of unpublished price sensitive information. All the

Directors and Designated Employees of your

Company have been covered under the Code. The

said Code also provides for periodical disclosures

from Directors and Designated Employees of your

Company.

COMMITTEES OF BOARD

Your Board has constituted the Committees with

specific terms of reference as per the requirements

of Clause 49 and the Act. There are 6 such

Committees of the Board as elaborated under and

the said Committees meet at such frequency as is

required to discharge the functions assigned to

them.

1) AUDIT COMMITTEE

Qualified Independent Audit Committee

The Company has an Audit Committee at the

Board level with powers and role that are in

accordance with Clause 49 of the Listing

Agreement and the Act.

Composition of Audit Committee, itsmeetings and attendance at meetings duringthe year and sitting fees paid

The Audit Committee of the Board comprises

four Independent Directors. As such, all the

members of the Company’s Audit Committee are

Independent Directors and are financially

literate. The composition of the Audit Committee

meets the requirements of Section 177 of the

Act and Clause 49 of the Listing Agreement.

During the year, the Audit Committee met 7

times to deliberate on various matters. The

meetings were held on 21st April 2014,

20th May 2014, 26th June 2014, 12th August 2014,

12th November 2014, 9th January 2015 and

10th February 2015.

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The composition, attendance and sitting fees paid are as follows:

Name of Member Category No. of meetings Sitting fees paid(in `)

Held Attended

Ms. Tarjani Vakil (Chairperson) Independent 7 7 150,000

Mr. P. Murari Independent 7 4 90,000

Mr. B. R. Gupta Independent 7 7 150,000

Mr. G. P. Gupta Independent 7 3 70,000

Ms. Tarjani Vakil is the Chairperson of the Committee.

Permanent Invitees

Mr. Lalit Naik - Managing Director

Mr. Sushil Agarwal - Whole time Director &

Chief Financial Officer

The Statutory and Internal Auditors of your

Company attend the Audit Committee

meetings.

The representatives of the Cost Auditors are

invited to attend the Audit Committee meetings

whenever matters relating to Cost Audit are

considered.

The Company Secretary acts as the Secretary

to the Committee.

The Committee acts as a link between the

management, the statutory and internal

auditors and the Board of Directors and

oversees the financial reporting process.

The Audit Committee monitors and supervises

your Company’s financial reporting process

with a view to provide accurate, timely and

proper disclosure and maintain the integrity and

quality of financial reporting.

The Audit Committee also reviews from time to

time, the audit and internal control procedures,

the accounting policies of your Company,

oversight of your Company’s financial reporting

process so as to ensure that the financial

statements are correct, sufficient and credible.

Powers

1. To investigate any activity within its terms

of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional

advice.

4. To secure attendance of outsiders with

relevant expertise, if it considers necessary.

Role

1. Oversight of the company’s financial

reporting process and the disclosure of its

financial information to ensure that the

financial statement is correct, sufficient and

credible.

2. Recommendation for appointment,

remuneration and terms of appointment of

auditors of the company.

3. Approval of payment to statutory auditors

for any other services rendered by the

statutory auditors.

4. Reviewing, with the management, the

annual financial statements and auditor’s

report thereon before submission to the

board for approval, with particular

reference to:

a. Matters required to be included in the

Director’s Responsibility Statement to

be included in the Board’s report in

terms of clause (c) of sub-section 3 of

section 134 of the Companies Act,

2013;

b. Changes, if any, in accounting policies

and practices and reasons for the

same;

c. Major accounting entries involving

estimates based on the exercise of

judgment by management;

d. Significant adjustments made in the

financial statements arising out of audit

findings;

e. Compliance with listing and other legal

requirements relating to financial

statements;

f. Disclosure of any related party

transactions;

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g. Qualifications in the draft audit report;


quarterly financial statements before

submission to the board for approval.


statement of uses / application of funds

raised through an issue (public issue, rights

issue, preferential issue, etc.), the

statement of funds utilized for purposes

other than those stated in the offer

document / prospectus / notice and the

report submitted by the monitoring agency

monitoring the utilisation of proceeds of a

public or rights issue, and making

appropriate recommendations to the Board

to take up steps in this matter.

7. Review and monitor the auditor’s

independence and performance, and

effectiveness of audit process.

8. Approval or any subsequent modification

of transactions of the company with related

parties.

9. Scrutiny of inter-corporate loans and

investments.

10. Valuation of undertakings or assets of the

company, wherever it is necessary.

11. Evaluation of internal financial controls and

risk management systems.

12. Reviewing, with the management,

performance of statutory and internal

auditors, adequacy of the internal control

systems.

13. Reviewing the adequacy of internal audit

function, if any, including the structure of

the internal audit department, staffing and

seniority of the official heading the

department, reporting structure coverage

and frequency of internal audit.

14. Discussion with internal auditors of any

significant findings and follow up there on.

15. Reviewing the findings of any internal

investigations by the internal auditors into

matters where there is suspected fraud or

irregularity or a failure of internal control

systems of a material nature and reporting

the matter to the board.

16. Discussion with statutory auditors before

the audit commences, about the nature and

scope of audit as well as post-audit

discussion to ascertain any area of

concern.

17. To look into the reasons for substantial

defaults in the payment to the depositors,

debenture holders, shareholders (in case

of non-payment of declared dividends) and

creditors.

18. To review the functioning of the Whistle

Blower mechanism;

19. Approval of appointment of CFO (i.e., the

whole-time Finance Director or any other

person heading the finance function or

discharging that function) after assessing

the qualifications, experience and

background, etc. of the candidate.

20. Carrying out any other function as is

mentioned in the terms of reference of the

Audit Committee.

Audit Committee reviews the followinginformation

1. Management Discussion and Analysis of

financial condition and results of

operations;

2. Statement of significant related party

transactions (as defined by the Audit

Committee), submitted by management;

3. Management letters / letters of internal

control weaknesses issued by the Statutory

Auditors, if any;

4. Internal audit reports and discussion with

the Internal Auditors on any significant

findings and follow-up thereon;

5. The appointment, removal and terms of

remuneration of the Internal Auditor.

During the year, the Audit Committee has

reviewed the internal controls put in place to

ensure that the accounts of your Company are

properly maintained and that the accounting

transactions are in accordance with prevailing

laws and regulations. In conducting such

reviews, the Committee found no material

discrepancy or weakness in the internal control

system of your Company. The Committee has

also reviewed the procedures laid down by your

Company for assessing and managing the

risks.

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2) NOMINATION AND REMUNERATIONCOMMITTEE (formerly known as ESOSCompensation Committee)

Composition, meetings, attendance duringthe year and sitting fees paid

In terms of the provisions of Section 178 of the

Act, your Company has renamed its existing

ESOS Compensation Committee as the

Nomination and Remuneration Committee. The

Committee comprises of 2 (two) Independent

Directors and 1 (one) Non executive Director.

Ms. Tarjani Vakil, an Independent Director, is

the Chairperson of the Committee.

During the year, the Committee met thrice to

deliberate on various matters. The meetings

were held on 26th June 2014, 12th November

2014 and 10th February 2015 respectively.

The composition, attendance and sitting fees paid are as follows:


Held Attended

Mr. Kumar Mangalam Birla Non Executive 3 1 20,0000

Ms. Tarjani Vakil Independent 3 3 60,000

Mr. B. R. Gupta Independent 3 3 60,000

Terms of reference of the Nomination andRemuneration Committee

The Nomination Committee is authorised to:

- set the level and composition of

remuneration which is reasonable and

sufficient to attract, retain and motivate

directors and Senior Managers of the

quality required to run the Company

successfully;

- set the relationship of remuneration to

performance;

- check whether the remuneration provided

to directors and Senior Managers includes

a balance between fixed and incentive pay

reflecting short and long-term performance

objectives appropriate to the working of the

Company and its goals;

- formulate appropriate policies , institute

processes which enable the identification

of individuals who are qualified to become

Directors and who may be appointed in

senior management and recommend to the

same to the Board;

- review and implement succession and

development plans for Managing Director

Executive Directors and Senior Managers;

- devise a policy on Board diversity;

- formulate the criteria for determining

qualifications, positive attributes and

independence of directors

Employee Stock Options Scheme – 2006(“ESOS-2006”)

During the year, 5,430 Stock Options were

vested in the eligible employees, subject to the

provisions of the Employee Stock Options

Scheme – 2006, statutory provisions including

Securities and Exchange Board of India

(Employee Stock Options Scheme and

Employee Stock Purchase Scheme)

Guidelines, 1999 as may be applicable from

time to time and the rules and procedures set

out by your Company in this regard. Further,

the Committee allotted 52,221 equity shares of

` 10 each of your Company to Option Grantee

pursuant to the exercise of Stock Options under

the ESOS -2006.

Employee Stock Options Scheme – 2013(“ESOS-2013”)

During the year, the Committee granted 35,060

Stock Options and 12,630 Restricted Stock

Units to eligible employees of your Company

subject to the provisions of the Company’s

Employee Stock Option Scheme (“Scheme –

2013”). 12,559 Stock Options have vested in

the option grantees in terms of the provisions

of the Scheme 2013.

Remuneration Policy

Your Company has adopted Executive

Remuneration Philosophy/Policy and follows

the same.

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3) RISK MANAGEMENT COMMITTEE

In terms of the provisions of the Listing

Agreement, your Company has constituted the

Risk Management Committee. The Risk

Management Committee is mandated to review

the risk management process of your

Company.

The objectives and scope of the Risk

Management Committee broadly include:

• Identification of risk relating to business;

• Assessment and classification of risk

associated with the business;

• Mitigation plans to minimize risk;

• Monitoring various risk

The Management Discussion and Analysis

Report sets out the risks identified and the

mitigation plans thereof.

The Risk Management Committee comprises

of three Independent Director, two Executive

Directors and three Business Executives.

During the year, the Risk Management

Committee met twice to deliberate on various

matters. The meetings were held on 2nd

December, 2014 and 12th December, 2014.

The composition, attendance and sitting fees paid to the non-executive Directors are as follows:


Held Attended


Mr. S C Bhargava Independent 2 2 40,000

Mr. G P Gupta Independent 2 2 40,000

Mr. Lalit Naik Managing Director 2 1 -

Mr. Sushil Agarwal Whole time Director 2 1 -

4) Stakeholder Relationship Committee

Composition, meeting, attendance andsitting fees paid during the year:


Act and the Listing Agreement, your Company

has renamed its existing Share Transfer and

Shareholder / Investor Grievance Committee

as Stakeholder Relationship Committee.

The Stakeholder Relationship Committee

comprises of three Independent Director and

two Executive Directors.

During the year the Stakeholder Relationship Committee met on 23rd March 2015. The composition,

attendance and sitting fees paid are as follows:


Held Attended

Mr. G P Gupta Independent 1 1 20,000

Mr. P Murari Independent 1 - -

Mr. S C Bhargava Independent 1 1 20,000


Mr. Sushil Agarwal Whole time Director 1 - -

Mr. G. P. Gupta chaired the meeting of the Committee.

The Company Secretary acts as Secretary to the Committee and is the Compliance Officer of the

Company and also responsible for redressal of investor complaints.

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Your Company’s shares are compulsorily

traded in the dematerialised form. To expedite

transfers in the physical segment, necessary

authority has been delegated by your Board to

Director(s) and Officers of your Company to

approve transfers / transmissions of shares /

debentures. Details of share transfers /

transmissions approved by the Directors and

Officers are placed before the Board.

Role

The Committee looks into:

- issues relating to share / debenture holders

including transfer/transmission of shares/

debentures;

- issue of duplicate share/debenture

certificates;

- non-receipt of dividend;

- non receipt of annual report;

- non-receipt of share certificate after

transfers;

- delay in transfer of shares;

- any other complaints of shareholders.

Number of shareholders’ complaint receivedso far / number not solved to the satisfactionof shareholders / number of pendingcomplaints

Details of complaints received, number of

shares transferred during the year, time taken

for effecting these transfers and the number of

share transfers pending are furnished in the

“Shareholder Information” section of this Annual

Report.

Details of non-compliance by the Company,penalties and strictures imposed on theCompany by stock exchanges or SEBI orany other statutory authority, on anymatter relating to capital markets, during theyear

There has been no instance of non-compliance

by the Company on any matter related to capital

markets during the year under review and

hence no strictures /penalties have been

imposed on the Company by the

stock exchanges or the Securities and

Exchange Board of India (SEBI) or any statutory

authority.

5) Corporate Social Responsibility CommitteeComposition, meeting, attendance andsitting fees paid during the year:


Act and the Listing Agreement, your Company

has constituted the Corporate Social

Responsibility Committee at the Board level.

The Corporate Social Responsibility Committee

comprises of one Independent Director, one

Non Executive Director and one Executive

Director. Dr. Pragnya Ram, Group Executive

President, Corporate Communication & CSR is

a permanent invitee.

During the year the Corporate Social

Responsibility Committee met twice. The

meetings were held on 17th June 2014 and

17th

February 2015.

The composition, attendance and sitting fees paid in respect of CSR Committee are as follows:


Held Attended

Mrs. Rajashree Birla Non Executive 2 2 40,000



Dr. Rakesh Jain* Managing Director 1 1 -

*Dr. Rakesh Jain, ceased to be the Director of the Company w.e.f. 30th June 2014

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Mrs. Rajashree Birla chaired the meetings of

the Committee. The Company Secretary acts

as Secretary to the Committee.

The Committee recommends to the Board the

activities to be undertaken during the year and

amount to be spent on these activities.

During the year, your Company has carried out

various activities as part of its CSR initiative.

The focus areas have been health care,

education, sustainable livelihood, infrastructure

and social reform.

6) Finance Committee

Your Company has “Finance Committee”

comprising of Ms. Tarjani Vakil, Mr. P. Murari,

Mr. S.C. Bhargava, Mr. Lalit Naik and Mr. Sushil

Agarwal as members.

Ms. Tarjani Vakil chaired the meeting of the

Committee. The Committee looks into the fund

and non fund based limits for the business of

the Company, authorised officers to undertake

all types of foreign currency contracts for

hedging its foreign currency liabilities/

transactions, authorised person to open/

operate/close any bank accounts, approve the

grant and execution of Power of Attorneys to

the employees of the Company, etc.

During the year under review, the Committee

met once to deliberate on various matters

referred above. The meeting was held on

15th January 2015.

The composition, attendance and sitting fees paid in respect of meeting of Finance Committee are

as follows:


Held Attended

Mr. P. Murari Independent 1 0 -


Mr. S. C. Bhargava Independent 1 1 20,000


Mr. Sushil Agarwal Whole-time Director 1 1 -

VIGIL MECHANISM / WHISTLE BLOWERPOLICY

The Company has in place a Vigil Mechanism

under which a Committee has been appointed

comprising of Directors and Senior Managers

of the Company for attending the complaints

received from the employees and to report

concerns about the unethical behaviour, actual

or suspected fraud and violation of the Code

of Conduct or Ethics Policy by the Directors

and the employees of the Company.

The policy is in line with the Company’s Code

of Conduct, Vision and Values and forms part

of good Corporate Governance and is available

to all the employees on the Aditya Birla Group

intranet.

SUBSIDIARY COMPANIES

The Audit Committee reviews the consolidated

financial statements of the Company and

investments made by its unlisted subsidiary

companies. The minutes of the board meetings

along with a report on significant developments

of the unlisted subsidiary companies are

periodically placed before the Board of


RELATED PARTY TRANSACTIONSDuring the financial year, your Company has

entered into related party transactions which were

on arm’s length basis and in the ordinary course of

business. There are no material transactions with

any related party as defined under Section 188 of

the Act. All related party transactions have been

approved by the Audit Committee of your

Company.

Particulars of related party transactions are listed

out in Note 42 of the Accounts.

The policy on Related Party Transactions as

approved by the Audit Committee and the Board

is available on your Company’s website viz.


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DISCLOSURES

Disclosure of Accounting treatment

Your Company has followed all relevant Accounting

Standards while preparing the financial statements.

Management:

- The Management Discussion and Analysis

forms part of the Annual Report and are in

accordance with the requirements laid out in

Clause 49 of the Listing Agreement.

- No material transaction has been entered into

by the Company with the Promoters, Directors

or the Management, their subsidiaries or

relatives etc. that may have a potential conflict

with interests of the Company.

- Your Company has instituted a comprehensive

Code of Conduct in compliance with the SEBI

regulations on prevention of insider trading.

Proceeds from Public Issues, Right Issues,Preferential Issues etc.:

The Company follows the practice of disclosing to

the Audit Committee, the uses/applications of

proceeds/funds raised, if any, from public issues,

private placement of non- convertible debentures,

preferential issue etc., as part of quarterly review

of financial results.

Remuneration of Directors:

Based on the recommendation of the Nomination

Committee, all decisions relating to the

remuneration of the Directors are taken by the

Board of Directors of your Company in accordance

with the shareholder’s approval, wherever

necessary.

During the financial year 2014-15, the Board has

revised the Sitting fees for attending the Board and

Committee meetings from Rs 20,000 per meeting

of the Board or Committee thereof to Rs. 50,000

per meeting of the Board; Rs. 25,000 per meeting

of the Audit Committee and Rs. 20,000 per meeting

for the other Committee of the Board. The Company

also pays commission to the Non-Executive


For the Financial year 2014-15, considering the

financial performance of the Company, the Board

has decided to pay commission of Rs. 4.50 Crore

(Previous Year: Rs. 4.50 Crore) to the Non-Executive

Directors of the Company, which is within the limit

of 1% of the net profits of the Company, and

pursuant to the authority given by the Shareholders

at the Annual General Meeting of the Company held

on 11 th September 2014. The amount of

commission payable to the Non-Executive

Directors is determined after assigning weightage

to attendance, type and significance of meeting

and preparations required, time spent, etc. Based

on the performance evaluation of the Director and

the remuneration policy, the amount of commission

payable has been fixed by the Board. The

Company also reimburses the out-of-pocket

expenses incurred by the Directors for attending

the meetings.

Details of remuneration paid to the Directors for attending the meetings in the financial year2014-15 are as follows:

Name of the Director Commission Payable Sitting Fees Paid No of Shares(` in lakh) (` in lakh) held@

Mr. Kumar Mangalam Birla* 410.60 0.80 4,609

Mrs. Rajashree Birla 15.25 1.80 127,634

Mr. B. L. Shah 1.40 0.60 -

Mr. P. Murari 2.70 2.10 -

Mr. B. R. Gupta 4.70 3.70 -

Ms. Tarjani Vakil 5.55 4.70 177

Mr. S. C. Bhargava 3.15 2.40 233

Mr. G. P. Gupta 4.80 2.30 339

Mr. T. Chattopadhyay 1.85 1.10 -

* Excluding 150 shares held as Karta of H.U.F.

@ Considered only shares held singly or as first shareholder.

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The details of remuneration paid to the Managing Director/ Whole-time Director is as follows:

Managing Director / No ofWhole - time Shares Remuneration during 2014-15Director held

All elements of Performance Service Stock option

remuneration linked, incentives contracts, details, if any

package i.e. along with notice period,

salary, benefits, performance severance fee

pensions etc. criteria (a)

(` in lakh) (` in lakh)

Mr. Lalit Naik NIL 256.04 264.45

Dr. Rakesh Jain 18,517 557.35 115.07 See note (4) See note (6)

Mr. Sushil Agarwal 2,667 174.59 124.73

Notes:

1. No Director is related to any other Director on the Board, except for Mr. Kumar Mangalam Birla and Mrs.

Rajashree Birla, who are son and mother, respectively.

2. The Company has a policy of not advancing any loans to its Directors except to Executive Directors in the

course of normal employment.

3. The appointment of Executive Directors is subject to termination by three months’ notice in writing by either side.

4. No severance fees are paid to any Director of the Company.

5. Performance Review System is primarily based on competencies and values. The Company closely monitors

growth and development of top talent in the Company to align personal aspiration with the organization’s purpose.

6. Details of Options and RSUs granted to the Executive Directors during the year are set out below as also in

Annexure to the Directors’ Report.

A) Details of Stock Options granted to the Directors under Employee Stock Scheme – 2006

(ESOS - 2006) are as under:

Name of the Tranche 1 Tranche 4Director (Exercise Price - ` 687) (Exercise Price - ` 697)

No. of Vesting Exercise No. of No. of Vesting Exercise No. ofOptions Date / % Period Options Options Date / % Period OptionsGranted (within) Exercised / Granted (within) Exercised /

Date Date

Dr. Rakesh 13,470 23.08.08 22.08.13 3,368 on 6,730 08.09.11 07.09.16 1682 on

Jain^ (25%) 28.06.13 25% 24.06.14

23.08.09 22.08.14 3367 on 08.09.12 07.09.17 1683 on

(25%) 24.06.14 (25%) 24.06.14

23.08.10 22.08.15 3368 on 08.09.13 07.09.18 1682 on

(25%) 24.06.14 (25%) 24.06.14

23.08.11 22.08.16 3367 on - - -

(25%) 24.06.14 -

Mr. Sushil 4,040 23.08.08 22.08.13 1,010 on 5,222 08.09.11 07.09.16 -

Agarwal (25%) 22.08.13 (25%)

23.08.09 22.08.14 1010 on 08.09.12 07.09.17 -

(25%) 11.08.14 25%

23.08.10 22.08.15 - 08.09.13 07.09.18 -

25% 25%

23.08.11 22.08.16 - 08.09.14 07.09.19 -

25% 25%

^Ceased to be in employment of the Company

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B) Details of Stock Options / Restricted Stock Units granted to the Directors under Employee Stock

Options Scheme- 2013 (ESOS – 2013)

Name of the Director Tranche No. of Stock *Vesting Exercise No. of **Vesting ExerciseStock Date/ % Period Restricted Date/ % period

Options (within) Stock Units (within)Granted

Mr. Sushil Agarwal Tranche 1 26,230 07.12.2014 07.12.19 9,443 All RSUs All RSUs

Exercise (25%) granted, will vested, shall

Price - 07.12.2015 07.12.20 vest, on 7th be exercised

`1239.80 25% December, within 7th

07.12.2016 07.12.21 2016 December,

25% 2021

07.12.2017 07.12.22

25%

Mr. Lalit Naik Tranche 3 32,766 12.11.15 12.11.20 11,804 All RSUs All RSUs

Exercise (25%) granted, will vested, shall

Price - 12.11.16 12.11.21 vest on 7th be exercised

`1726.95 25% December, within 7th

12.11.17 12.11.22 2017 December,

25% 2022

12.11.18 12.11.23

25%

*Subject to the performance Target as determined by Nomination & Remuneration Committee for each of the Vesting

**Linked to continued employment with the Company

All decisions relating to the remuneration of the Managing Director and the Whole time Director is taken by the Board based on

the remuneration policy and in terms of the resolution passed / to be passed by the shareholders of your Company.

CEO/ CFO Certification:

The Managing Director and the Chief Financial

Officer of your Company have issued necessary

certificate pursuant to the provisions of Clause 49

of the Listing Agreement and the same is attached

and forms part of the Annual Report.

REPORT ON CORPORATE GOVERNANCEThe Corporate Governance Report forms part of

the Annual Report. Your Company complies with

the provisions of Clause 49 of the Listing Agreement

with the stock exchanges.

COMPLIANCECertificate from the Statutory Auditors confirming

compliance with all the conditions of Corporate

Governance as stipulated in Clause 49 of the

Listing Agreement of the Stock Exchanges forms

part of the Annual Report.

Details of new Directors and Directors seekingre-appointment:The Company has provided the details of new

Directors and Directors seeking re-appointment in

the Notice of the Annual General Meeting.

Quarterly Presentations on the Company results are

available on the website of your Company

(www.adityabirlanuvo.com / and the Aditya Birla

Group website (www.adityabirla.com). The

Company also sends results / press - release by e-

mail (wherever available) to shareholders

immediately after the announcement of results. The

hard and soft copies are also sent to the concerned

Stock Exchanges simultaneously so as to enable

them to put the results and press-release on their

notice board/ website.

General Body Meetings:

Details of Annual General Meetings:

During the preceding three years, the Company’s

Annual General Meetings (AGMs) and also the

Extra Ordinary General Meeting (EGM) were held

at the Registered Office of the Company at Indian

Rayon Compound, Veraval - 362 266, Gujarat.

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The date and time of such meetings held during the last three years, and the special resolution(s)

passed thereat, are as follows:

Year AGM/EGM Date Time Special ResolutionPassed

2011-12 EGM 25th April, 2012 11:30 A.M. Yes1

2011-12 AGM 9th August, 2012 11:30 A.M. Yes2

2012-13 AGM 6th September, 2013 11:30 A.M. Yes3

2013-14 AGM 11th September, 2014 11:30 A.M. Yes4

1 For the issue and allotment of Warrants to Promoter and /or Promoter Group on a preferential basis.

2 For payment of commission to Non-Executive Directors.

3 For approval of terms of Appointment and Remuneration of Whole-time Director(s) and approval of

Employee Stock Options Scheme-2013 for the benefit of the employees of the Company and its

Subsidiaries.

4 For approval of terms of Appointment of Whole-time Director(s) liable to retire by rotation and approval

of payment of Remuneration to Non-Executive Directors and approval of the offer or invitation to subscribe

to Non Convertible Debentures on a private placement basis.

MEANS OF COMMUNCIATION

Quarterly Results

Newspaper in which normally financial resultsare published in:

Newspaper Cities of Publication

Business Standard All editions

Economic Times All editions (Snapshot)

Western Times Gujarati (Ahmedabad)

Website, where : www.adityabirlanuvo.com

displayed the

information

Whether it also displays

official news releases : Yes

Presentations made to

investors/analysts : Yes

Shareholders’ Information : Published as a

separate section

in this report.

Status of Compliance of Non-MandatoryRequirements:

1) The Company maintains a separate office for

the Non-Executive Chairman. All necessary

infrastructure and assistance are made

available to enable him to discharge his

responsibilities effectively.

2) During the year under review, there was no

audit qualification in the company’s statutory

financial statements.

3) The quarterly, half-yearly and annual financial

results of the Company are furnished to the

Stock Exchanges and published in the

newspapers as per the requirements of the

Listing Agreement and the same are also

posted on the website of the Company.

4) The Internal Auditors of the Company make

presentations to the Committee on the findings

of their report.

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CEO/CFO CERTIFICATION

To,

The Board of Directors

Aditya Birla Nuvo Limited.

1. We have reviewed the financial statements and the cash flow statement of Aditya Birla Nuvo Limited

for the year ended 31st March, 2015 and to the best of our knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any material fact or

contain statement that might be misleading;

b) these statements together present a true and fair view of the Company’s affairs and are in

compliance with the existing accounting standards, applicable laws and regulations.

2. To the best of our knowledge and belief, no transactions entered into by the Company during the

year ended, are fraudulent, illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting

and we have evaluated the effectiveness of the internal control systems of the Company pertaining

to the financial reporting.

4. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation

of internal controls, if any, of which we are aware and the steps we have taken or proposed to be

taken to rectify the deficiencies.

5. We have indicated to the Auditors and the Audit committee:-

I. significant changes in the Company’s internal control over financial reporting during the year;

II. significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements; and

III. instances of significant fraud of which we have become aware and involvement therein, if any,

of the management or other employees having a significant role in the Company’s internal

control system over financial reporting.

Place: Mumbai Lalit Naik Sushil AgarwalDate: 14th May, 2015 Managing Director Whole-time Director & CFO

DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchange(s), I hereby declare that

all the Directors and Senior Management personnel of the Company have affirmed the Compliance with

the Code of Conduct for the year ended 31st March, 2015.

Place: Mumbai Lalit NaikDate: 14th May, 2015 Managing Director

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SHAREHOLDERS’ INFORMATION

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1. Annual General MeetingDate and Time : 15th September, 2015 at 11:30 a.m.

Venue : Registered Office:

Club Auditorium at

Indian Rayon Compound

Veraval - 362 266

Gujarat, India

2. Financial Calendar for ReportingFinancial reporting for the quarter ending June 30, 2015 : August, 2015

Financial reporting for the half year ending

September 30, 2015 : November, 2015

Financial reporting for the quarter ending December 31, 2015 : February, 2016

Financial reporting for the year ending March 31, 2016 : May, 2016

Annual General Meeting for the year ended March 31, 2016 : August / September, 2016

3. Dates of Book Closure : 4th September, 2015 to

15th September, 2015

(both days inclusive)

4. Dividend Payment Date : On or after18th September, 2015

5. Registered Office & Investor Service Centre : Indian Rayon Compound,

Veraval - 362 266,

Gujarat, India.

Phone: (02876) 245711/248629

Fax: (02876) 243220

Email:

[email protected]

Web: www.adityabirlanuvo.com

CIN: L17199GJ1956PLC0011007

6. (a) Listing Details:

Equity Shares Non-Convertible Global DepositoryDebentures Receipts (GDRs)

1. BSE Limited (BSE) BSE Limited (BSE) Luxembourg Stock

Phiroze Jeejeebhoy Towers, Phiroze Jeejeebhoy Towers, Exchange

Dalal Street, Dalal Street, Societe de la Bourse de

Mumbai - 400 001 Mumbai - 400 001 Luxembourg

2. National Stock Exchange of Postal Address:India Ltd (NSE) B.P. 165 L-2011

Exchange Plaza, Plot No. C-1, Luxembourg.

G- Block, Bandra Kurla Complex,

Bandra (East), Mumbai- 400 051 Mailing Address:35A, Boulevard Joseph II,

L-1840, Luxembourg.

Note: Listing Fees for the year 2015-16 has been paid to the BSE Limited (BSE) and the National

Stock Exchange of India Limited (NSE). Listing fee for the GDRs has been paid to Luxembourg

Stock Exchange (LSE) for the calendar year 2015.

(b) Overseas Depository for GDRs Citibank N.A.,Depository Receipts

388 Greenwich Street,New York, NY – 10013, USA

Phone:001-212-657-8782

Fax:001-212-825-5398

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(c) Domestic Custodian of GDRs ICICI Bank Limited

Securities Market Services

F7/E7 1st Floor, Empire Complex

414, Senapati Bapat Marg,

Lower Parel, Mumbai -400 013

Phone: (+91-22) 66672000

Fax: (+91-22) 66672779/40

(d) Debt Securities The Wholesale Debt Market (WDM) segment of BSE.

(e) Debenture Trustees: IDBI Trusteeship Services Limited (for 29th, 30th and

31st series Debentures) Asian building, Ground Floor,

17, R. Kamani Marg, Ballard Estate, Mumbai 400001

Tel: +91 22 40807000 Fax: +91 22 40807080

Email: [email protected]

7. Stock Code:Stock Code Reuters Bloomberg

Bombay Stock Exchange 500303 ABRL.BO ABNL IB

National Stock Exchange ABIRLANUVO ABRL.NS NABNL IN

Global Depository Receipts (GDRs) IRYN.LU IRIG LX

ISIN No. of Equity Shares INE069A01017

ISIN No. of GDRs US0070271137

8. Stock Price Data:

Year/Month BSE Limited National Stock Exchange LuxembourgStock Exchange

High Low Close Av. High Low Close Av. High Low CloseVolume Volume

(In `) (In Nos.) (In `) (In Nos.) (In US$)Apr-14 1174.70 1061.35 1107.05 9,468 1,162.75 1,060.00 1,107.05 173,817 19.13 17.74 18.36

May-14 1416.45 1078.25 1304.70 11,516 1,414.90 1,075.50 1,303.10 215,534 23.81 18.12 22.06

Jun- 14 1515.00 1299.45 1382.85 12,380 1,515.90 1,293.55 1,380.30 182,025 24.38 22.37 23.02

Jul- 14 1486.45 1311.05 1476.90 31,273 1,487.00 1,310.05 1,476.30 177,395 24.39 22.00 24.39

Aug-14 1542.00 1392.70 1446.90 3,556 1,544.25 1,390.00 1,453.80 168,804 25.26 22.93 23.91

Sep-14 1738.00 1423.00 1624.40 6,441 1,739.40 1,422.35 1,620.50 282,509 28.53 23.83 26.13

Oct-14 1704.35 1580.00 1681.90 6,204 1,707.50 1,580.00 1,682.60 139,860 27.71 25.76 27.40

Nov-14 1912.85 1667.15 1791.40 8,915 1,916.15 1,669.10 1,794.95 227,474 29.81 27.28 28.80

Dec-14 1825.00 1551.00 1689.10 6,796 1,824.05 1,550.00 1,689.15 139,114 29.18 25.11 26.70

Jan-15 1872.00 1675.00 1794.75 5,985 1,856.60 1,675.00 1,797.55 138,801 30.02 26.48 29.03

Feb-15 1848.00 1680.00 1719.10 3,097 1,849.00 1,680.05 1,720.95 111,418 29.44 27.39 27.90

Mar-15 1780.00 1585.10 1662.65 4,934 1,780.30 1,586.00 1,663.90 220,886 28.55 25.31 26.53

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9. Stock Performance:

10. Stock Performance and Returns over past few years:

Absolute Returns (in %) 1 Year 3 Year 5 Year

Aditya Birla Nuvo Limited 52.47% 76.15% 83.59%

BSE Sensex 24.89% 60.64% 59.50%

NSE Nifty 26.65% 60.34% 61.76%

Annualized Returns (in %) 1 Year 3 Year 5 Year

Aditya Birla Nuvo Limited 52.47% 20.77% 12.92%

BSE Sensex 24.89% 17.12% 9.79%

NSE Nifty 26.65% 17.04% 10.10%

(Source: www.bseindia.com;www.nseindia.com)

11. Registrar and Transfer Agents : In-house Share Transfer(For share transfers and other Registered with SEBI as Category II-Share Transfer

communication relating to share Agent (Registration No. INR 000001815)

certificates, dividend and change of

address etc.)

Investor Service Centre:Indian Rayon Compound, Veraval - 362 266,

Gujarat, India

Phone: (02876) 245711, 248629

Fax: (02876) 243220

E-mail: [email protected]

12. Share Transfer System : Share Transfer in physical form is registered normally

within 15 days from the date of receipt, provided that

the documents are complete in all respects. The

Investor Service Centre of the Company attends all

transfer requests for shares held in physical form.

100

110

120

130

140

150

160

170

180

ABNL

SENSEX

NIFTY

31-0

3-20

14

30-0

4-20

14

31-0

5-20

14

30-0

6-20

14

31-0

7-20

14

31-0

8-20

14

30-0

9-20

14

31-1

0-20

14

30-1

1-20

14

31-1

2-20

14

31-0

1-20

1528

-02-

2015

31-0

3-20

15

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Details of Share Transfer during the Financial Year 2014-15

Transfer Period No. of Transfers No. of Shares % Cumulative(in Days)

Total %1 - 5 374 10,982 64.22 64.22

6 - 15 108 5,241 30.65 94.87

16 and above # 9 878 5.63 100.00

Total 491 17,101 100.00

# Relates to those cases where notice of lodgement were issued to the Registered Shareholder.

No transfer of shares was pending as on 31st March, 2015.

13. Investor Services:(a) The Investor and Secretarial services of the Company has been accredited with ISO 9001:2008

Certification for providing Investor and Secretarial Services by Intertek Systems Certifications,

Ahmedabad. The certification has been further renewed with effect from

8th August, 2013, for a period of three years.

(b) Complaints received during the year:-

Sr. Description Opening Received Redressed PendingNo1 Non- receipt of Shares after transfer/

Corporate benefits 1 2 3 -

2 Non- receipt of Dividend - 13 13 -

3 Non- receipt of Annual Report - 8 8 -

4 Non- receipt of rejected DRN/Demat

Request - 1 1 -

5 Non- receipt of Shares after Duplicate/

Transmission / Transfer etc. - 2 2 -

6 Non receipt of Shares of ABNL on

merger of IGFL/BGFL - 1 1 -

Total - 27 28 -

14. Distribution of Shareholding as on 31st March, 2015:

No. of Equity No. of % of No. of % ofShares Held Shareholders Shareholders Shares Held Shareholding

1 - 100 105,913 79.93 2,657,792 2.04

101 - 200 13,032 9.83 1,865,713 1.43

201 - 500 8,650 6.53 2,700,176 2.07

501 - 1000 2,733 2.06 1,937,955 1.49

1001 - 5000 1,694 1.28 3,251,519 2.50

5001 - 10000 186 0.14 1,322,514 1.02

10001 and above 297 0.23 116,401,524 89.45

Total 132,505 100.00 130,137,193 100.00

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15. Categories of Shareholding as on 31st March, 2015:-

Category of No. of % of No. of % ofShareholders Shareholders Shareholders Shares Held Shareholding

Promoters and PromoterGroup 19 0.01 74,444,697 57.20

Banks, Mutual Funds Financial Institutions and Insurance Companies

UTI and other Mutual Funds 126 0.10 5,618,864 4.32

Banks, Financial Institutions

and Insurance Companies 62 0.05 8,927,634 6.86

Foreign Investors

FIIs 333 0.25 20,385,224 15.66

NRIs/OCBs 4,491 3.39 986,550 0.76

GDRs* 4 0.00 3,168,459 2.43

Corporates 1,569 1.18 3,821,972 2.94

Others – Individuals/Trusts 125,901 95.02 12,783,793 9.83

Total 132,505 100.00 130,137,193 100.00

* GDR includes 14,25,000 GDRs held by Promoter/Promoter group

16. Dematerialisation of Shares and Liquidity : 98.07% of outstanding equity shares have been

dematerialised as on 31st March, 2015. Trading

in shares of your Company is permitted only in

the dematerialised form.

17. Details on use of public funds obtained : No public funds have been obtained in last 3

in the last three years years.

18. Outstanding GDRs/ADRs/Warrants or any : Outstanding GDRs as on 31st March, 2015 are

Convertible instruments, Conversion date 3,168,459 amounting to 2.43% of outstanding

and likely impact on Equity paid-up Equity capital of the Company. Each GDR

represents one underlying Equity share. There are

no outstanding ADRs / Warrants or any convertible

instruments as on 31st March, 2015.

GDR Holders 2.43%

Promoters 57.20%

Ins�tu�ons 26.85%

Non-ins�tu�ons 13.52%

Category-wise Equity Shareholders

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19. Plant Locations:

Garment Division:Madura Fashion & LifestylePlot No. 5B, Regent GatewayDoddanakundi VillageKIADB Industrial AreaITPL RoadBangalore - 560 048.Phone: (080) 67271600Fax: (080) 67272444Website: www.madurafnl.com

Textile Division:Jaya Shree TextilesP.O. Prabhas Nagar, Rishra - 712 249Dist. Hooghly, West Bengal.Phone: (033) 26001200Fax: (033) 26721683/26722626Website: www.jayashree-abnl.com

www.linenclub.com

Rayon Division:Indian RayonVeraval - 362 266 Gujarat.Phone: (02876) 245711/248401Fax: (02876) 243220E-mail: [email protected]

Fertiliser Division:Indo Gulf FertilisersP.O. Jagdishpur Industrial Area

Dist. Amethi - 227 817

Uttar Pradesh, India.

Phone: (05361) 270032-38

Fax: (05361) 270165 and 270595


Website: www.birlashaktiman.in

Insulator Divisions:Aditya Birla Insulators, HalolP.O. Meghasar Taluka, Halol

Dist. Panchmahal, Gujarat - 389 330.

Phone: (02676) 221002

Fax: (02676) 223375


www.adityabirlainsulators.com

Aditya Birla Insulators, RishraP.O. Prabhas Nagar, Rishra

Dist. Hoogly - 712 249, West Bengal.

Phone: (033) 26723535

Fax: (033) 26722705


Website: www.adityabirlainsulators.com

20. Other useful information for theshareholders:1. Non-Resident Shareholders:

Non-resident members are requested to

immediately notify the following to the

Company in respect of shares held in

physical form and to their DPs in respect

of shares held in dematerialized form:

• Indian address for sending all

communications, if not provided

earlier;

• Email ID and Phone No. (s), if any.

• Change in their residential status on

return to India for permanent

settlement;

• Particulars of the Bank Account

maintained with a bank in India, if not

furnished earlier; (Please send a

photocopy of cancelled cheque leaf)

• RBI permission with date to facilitate

prompt credit of dividend in their Bank

Accounts.

2. Shareholders holding shares in physical

form are requested to notify to the

Company, change in their Address/Pin

Code number with proof of address and

Bank Account details promptly by written

request. Beneficial Owners of shares in

demat form are requested to send their

instructions regarding change of name,

bank details, nomination, power of attorney,

etc., directly to their DP.

3. To prevent fraudulent encashment of

dividend warrants, members are requested

to provide their Bank Account details (if not

provided earlier) to the Company (if shares

are held in physical form) or to DP (if shares

are held in demat form) as the case may

be, for printing of the same on their

dividend warrants.

4. In case of loss/misplacement of shares,

investors should immediately lodge FIR/

Complaint with the Police and inform to the

Company along with original or certified

copy of the FIR/Acknowledged copy of

Police complaint.

5. In accordance with the provisions of

Section 56(1) of the Companies Act, 2013,

shares are required to be lodged with a

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period of 60 days from the date of

execution of instrument of transfer.For

expeditious transfer of shares in physical

form, shareholders should fill in complete

and correct particulars in the transfer deed.

Wherever applicable, registration number

of Power of Attorney should also be quoted

in the transfer deed at the appropriate

place.

6. Shareholders of the Company who have

multiple accounts in identical name(s) or

holding more than one Share Certificate in

the same name under different Ledger

Folio(s) in physical form are requested to

apply for consolidation of such Folio(s) and

sent the relevant Share Certificates to the

Company.

7. Section 72 of the Companies Act, 2013,

extends nominate on facility to individuals

holding shares in physical form in

companies. Shareholders, in particular,

those holding shares in single name, may

avail the above facility by furnishing the

particulars of their nominations in the

prescribed Nomination Form, which can be

downloaded from the website of the

Company or obtained from the Investor

Service Centre of the Company by sending

written request through any mode including

e-mail on [email protected]

8. Shareholders are requested

to visit the Company’s website

www.adityabirlanuvo.com for

• Information on investor services offered

by the Company.

• Downloading of various forms/formats,

viz., Nomination form, ECS Mandate

form, Indemnity, Affidavits, etc.

• Registering your e-mail ID with the

Company to receive Notice of General

Meetings, Audited Financial Statement,

Directors’ Report, Auditors’ Report,

etc., henceforth electronically.

9. NECS Facility:

In terms of a notification issued by the

Reserve Bank of India, with effect from 1st

October, 2009, remittance of Dividend

through ECS is replaced by National

Electronic Clearing Service (NECS). Banks

have been instructed to move to the NECS

platform. The advantages of NECS over

ECS include faster credit of remittance to

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the beneficiary’s account, coverage of

more bank branches and ease of

operations. NECS essentially operates on

the new and unique bank account number,

allotted by bank post-implementation of

Core Banking System of inward instructions

and efficiency in handling bulk

transactions.

To enable remittance of dividend through

NECS, Members are requested to provide

their new account number allotted to them

by their respective banks after

implementation of Core Banking Solution.

The account number must be provided to

the Company in respect of shares held in

physical form and to the depository

participants in respect of shares held in

electronic form.

10. Correspondence with the Company:

Shareholders/Beneficial Owners are

requested to quote their Folio No./DP and

Client ID Nos., as the case may be, in all

correspondence with the Company. All

correspondence regarding shares of the

Company should be addressed to the

Investor Service Centre of the Company at

its Registered Office at Indian Rayon

Compound, Veraval-362 266, Gujarat. The

Company has also designated an exclusive

e-mail ID [email protected]

for effective investor’s services where they

can register their complaints/queries to

facilitate speedy and prompt redressal.

11. Unclaimed Shares in Physical Form

Clause 5A(II) of the Listing Agreement

provides the manner of dealing with the

shares issued in physical form pursuant to

a public issue or any other issue and which

remains unclaimed with the Company. In

compliance with the provisions of the said

Clause, the Company had sent three

reminders under Registered Post to the

Shareholders whose share certificates

were returned undelivered and are lying

unclaimed so far.

During the year, the Company has

transferred the unclaimed shares into one

folio in the name of “Aditya Birla Nuvo

Limited- Unclaimed Share Suspense

Account” and thereafter these shares are

subsequently dematerialised on 19th Feb,

2015. Upon transfer and dematerialisation

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to the suspense account, the voting rights

on such shares shall remain frozen till the

rightful owner of such shares claims the

shares. In case your shares are lying

unclaimed with the Company, you are

requested to write to the Company to know

the procedure for claiming the same.

CMYK

Sr. Description Number of Number ofNo. Shareholders Equity Shares

1 Aggregate number of shareholders and the 5,849 178,704

outstanding shares lying in the Unclaimed Suspense

Account

2 Number of shareholders who have approached the 9 418

issuer during FY 15 for transfer of shares from the

Unclaimed Suspense Account

3 Number of shareholders to whom shares were 9 418

transferred in FY 15 from the Unclaimed Suspense

Account

4 Aggregate number of shareholders and the 5,840 178,286

outstanding shares lying in the Unclaimed Suspense

Account as on 31st March, 2015

As per Clause 5A(II) of the Listing

Agreement, a report in respect of the Equity

Shares issued in physical form pursuant

to a public issue or any other issue and

lying in the ABNL- Unclaimed Suspense

Account as on 31st March , 2015 is as

under:-

21. Investor Correspondence:

Other than Secretarial Matters Chief Financial OfficerAditya Birla Nuvo Limited

Corporate Finance Division

A-4, Aditya Birla Centre, 4th Floor,

S.K. Ahire Marg, Worli, Mumbai 400 030

Phone: (022) 6652 5000/2499 5000

Fax: (022) 6652 5821/2499 5821

E-mail: [email protected];

[email protected]

On Secretarial and Investor Company SecretaryGrievances Matters Aditya Birla Nuvo Limited

Investor Service Centre

Indian Rayon Compound

Veraval - 362 266, Gujarat, India

Phone: (02876)245711/248629/248495

Fax: (02876)243220


Corporate Office:A-4, Aditya Birla Centre

S.K. Ahire Marg, Worli, Mumbai - 400 030

Phone: (022) 6652 5000

Fax: (022) 6652 5821/2499 5821


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SOCIAL REPORT –TOWARDS INCLUSIVE GROWTH

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Our VisionTowards inclusive growth, we truly practice

compassionate capitalism. Service to society is at the

very heart, of our value system. We do so with a sense

of purpose. This is manifest in the various CSR projects

that we run, providing the less fortunate strata of society

with education, healthcare, sustainable livelihood and

infrastructure support. We at the Aditya Birla Group

collectively, work in 5,000 villages, reach out to 7.5 million

people and our CSR spends at the Group level exceed

the 2% norm

“

’’ – Mrs. Rajashree Birla, ChairpersonAditya Birla Centre for Community Initiatives and Rural Development

Aditya Birla Nuvo’s community engagement spans 193

villages, inclusive of 14 model villages. Our CSR work

is in proximity to our 6 manufacturing units across 4

states of the country. We reach out to a rural population

of 6.85 lakhs at Bangalore in Karnataka, Jagdishpur in

Uttar Pradesh, Veraval and Halol in Gujarat and Rishra,

in West Bengal.

Health Care:

We organised over 49 medical camps and 23 speciality

medical camps in remote villages at Anekal, Ramnagar

in Karnataka, Jagdishpur, Rishra, Veraval and Halol.

Over 27,550 persons availed of medical check-ups and

diagnostic/referral facilities. Those who needed

advanced treatment or were afflicted with serious

ailments were taken to our hospitals and some of them

referred to speciality hospitals.

At our 27 eye check-up camps, 5,254 persons were

examined for their vision/sight issues. These camps

were held at Bangalore, Jagdishpur, Veraval and Rishra.

We performed 951 cataract operations in these camps

and distributed 1,878 spectacles.

Dental and eye camps were organised for school

children, at which 2,014 students were checked and

wherever necessary were accorded treatment.

More than 800 rural women participated in the 10

cancer awareness camps organised at Anekal and

Ramnagar. The focus at these camps was on the

detection and prevention of cancer.

At 8 blood donation camps, 368 donors came forward

in Bangalore, Rishra and in Mohali.

Our Skin Rehabilitation centre at Jagdishpur treated

6,438 villagers. Indo Gulf Jan Sewa Trust identifies and

rehabilitates disabled and leprosy cured patients to

enter mainstream society. They are given financial

assistance, which has aided them in the setting up of

small shops at the village level. So far 20 persons have

recoursed to funds to start Kirana stores, tailoring shop

and handcarts.

Our hospitals and medical centres at plant locations in

remote areas of the country attended to more than

1,10,060 patients for minor and major ailments.

Mother and Child Health Care:

In collaboration with the district health department,

primary healthcare centres and Rotary International,

we administered 6,19,813 polio doses through 1,379

booths across our locations. Over 2,11,374 children

were immunised against other ailments, such as

diphtheria, whooping cough, tetanus and hepatitis,

besides giving BCG, across our units.

Safe drinking water and sanitation:

This year we installed 2 hand pumps at Veraval and

Jagdishpur, repaired 38 hand pumps – to ensure safe

drinking water for 8,721 villagers.

Under the Nirmal Gram Yojana, we have facilitated the

construction of 1,642 individual toilets in villages around

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Marsur (Anekal) Jagdishpur, Veraval, Rishra and

Barasat.

Education:

Rural schools were extensively supported in the

campaign for enrolment, and reduction of dropouts at

Bangalore Rural and Urban Districts, Jagdishpur,

Veraval, Rishra and Halol. We reached out to 119

schools and 20,053 children. Merit scholarships were

awarded to more than 661 students at Anekal and

Veraval.

In the recent past, we initiated special coaching classes

and career counselling programmes for students – to

begin with at Channapattana (Tamil Nadu). These are

of great benefit to the students. 150 girls enrolled.

Likewise we began specialised coaching centres for

Grade 10th/12th and for CET competitive exams for

Engineering /Medical and other professional courses.

Simultaneously, we started career counselling

programmes at Rishra, Barasat and Channapattana,

in collaboration with Galaxy Institute, Rishra and S V

Education Trust, Bangalore. We conduct these

educative programmes under the Project Gyanarjan

umbrella. Up until now 812 students have registered.

Uniforms, books, notebooks, writing pads, bags and

stationery was distributed to 6,965 children near our

plants at Bangalore Rural / Urban District and Veraval.

We continue to support Kasturba Gandhi Balika

Vidyalaya (KGBV - Government residential schools for

girls). We go into the rural interiors, identify the school

dropouts, counsel them and eventually they are

persuaded to enrol at the KGBVs by identifying girls

and counselling them for enrolment. We also provide

uniforms and safe drinking water. Currently, we are

engaged with 13 KGBVs with a student population of

1,167 girls. These KGBVs are at Channapattana,

Krishnagiri, Veraval, Jagdishpur and Halol. Our efforts

have led to 142 girls joining the KGBVs and restarting

their education. Furthermore, towards their holistic

development, we teach them life skills such as first aid

training, adolescent health care and enlist them in

cultural events.

At Veraval and Channapattana 250 girls are given

special coaching. At Madura Fashion & Lifestyle,

Bangalore and Veraval, Computer coaching classes

support 318 students. We have aided 3,090 children

with educational materials at Veraval.

To help 85 visually impaired children, we shore up the

efforts of two residential schools at Jagdishpur and

Bangalore.

More than 275 women in the 25-60 age groups actively

participated in our functional literacy program

conducted in 11 villages at Jagdishpur.

Sustainable Livelihood:

On the agricultural front, we have helped farmers earn

better through farmer training programmes on advance

cropping techniques and other processes to improve

yield. NABARD has been a very valuable partner to us

and has significantly contributed to the setting up of

over 100 farmer clubs with bench strength of 1098

farmers. Together, we have been able to augment the

income of the farmers.

Vocational Training

A year ago, we have launched Project Kaushalya – a

Skills Training Centre in collaboration with CII. Our intent

is to equip the rural youth with requisite skills that are in

sync with the needs of industry and also spawn self-

employment opportunities. So far we have trained and

certified 1,036 youngsters in trades such as handling

and repair of electrical equipment, auto service

technicians, retailing, data entry operators, tailoring,

and salon care. Towards this, we have set up 4 training

centres at Rishra, Barasat, Jagdishpur and Anekal.

Our endeavours have enriched the lives of 687

youngsters.

Our project on Integrated Livestock Development, run

in collaboration with BAIF is running very successfully.

We operate in 12 villages of Veraval and up until now

BAIF has provided veterinary support, artificial

insemination and vaccinated 5,664 cattle.

Project ANYA, the Women Economic Empowermentinitiative

Through our 17 production centres at Jagdishpur,

Veraval and Rishra we trained 717 rural women in

Apparel and Jute products manufacturing. The Apparel

manufacturing unit at Jagdishpur is now self-sustaining

centre. It caters to the local community. The jute bag

centre at Rishra services our MORE retail stores.

Infrastructure Development:

We support Infrastructure Development such as the

construction and repair of school buildings, road /

repairs in remote locations. Our work adds to the

comfort to 15,446 people at Jagdishpur.

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Espousing Social Causes

We try and change mindsets to bring social reform

through advocacy against child labour, illiteracy, child

marriages, the marginalisation and abuse of the girl

child and women among others. For instance –

� To promote dowry less marriages, our unit at

Veraval organised mass marriages for 50 couples

from the underprivileged community.

� We distributed 40,478 garments to underprivileged

people at various charitable organisations at

Bangalore.

� Our unit at Veraval supported Prime Minister’s Jan

Dhan Yojana and organised a programme for

opening of savings accounts for 185 people.

J & K Flood Relief Operation

Madura Fashion and Lifestyle, Bangalore in

collaboration with GOONJ organised a relief camp to

help the flood victims of J&K. We reached out to 3,000

families and we gave them 44,060 garments.

Accolades/Awards

In recognition of our work, the Global CSR Excellence

Award was bestowed upon Indo Gulf Fertilizers,

Jagdishpur.

Our Partners/Collaborators include:

� District Rural Development Authorities at various

locations

� District Health departments

� District Panchayatiraj Institutions

� District Industries Centre

� Sarva Siksha Abhiyan

� Gram Panchayats

� NABARD

� Indira Gandhi Eye Hospital & Research Centre,

Munshiganj, Amethi.

� Sri Bhagwan Mahaveer Viklang Sahayata Samiti,

Malviya Nagar, Jaipur, Rajasthan

� The Leprosy Mission India

� WHO

� CEE – UNDP

� Narayan Netralaya, Bangalore

� GOONJ

� BAIF

� Aroni Charitable Trust

� Dr. M.C. Modi Hospital, Bangalore

� CII / Labour net

Our Investments:

For the year 2014 - 2015, our CSR spend was Rs.9.61

crore. In addition, we mobilised Rs.41.53 crore through

various Government schemes, acting as catalysts for

the community.

In sum:

Our CSR work is aimed at lifting the burden of poverty.

To an extent we have helped lower the level of poverty

in villages near our plants. We attained this by reaching

out to 4,65,448 people through health care

interventions, 30,270 people through education, 18,284

people through sustainable livelihood, 15,446 people

through rural infrastructure and 31,817 people through

social causes. Given the magnitude of the issue, much

more needs to be done, avers Mrs Rajashree Birla.

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“The major attributes of our operations at Aditya Birla Nuvo (ABNL) and its ongoing journey of

success revolve around people, environment, safety and inclusive growth. Few organizations

can boast of the calibre of people as we have at ABNL. Environmental practices far beyond

compliance have been an integral part of our philosophy.

At ABNL, various sustainability initiatives include energy optimization, water conservation, social

forestry, recycling of waste material as well as safety. We have instituted a governance structure

to monitor various sustainability aspects of our operations.

As a Group, we endeavour to become the leading Indian conglomerate for sustainable business

practices across our global operations by 2017, given our synergizing growth with responsibility”.

- Kumar Mangalam BirlaChairman, Aditya Birla Group

In sync with our Chairman’s vision, by 2017 ABNL

endeavours to become a leading company with

sustainable business practices across all

operations, balancing its economic growth with

environmental and societal interests.

During the year, we honed our processes in the

areas of environmental compliance, securing water

sources, effluent management, safety performance

improvement and waste management.

Environment Management System

Our Environmental Management system is based

on the continuous improvement of our

environmental practices and systems through

process innovation; technological interventions like

state-of-art technologies and equipment;

introduction of new on-line continuous environment

monitoring systems; adoption of best practices,

and setting stringent targets on various

environmental aspects.

We are a signatory to the WASH Pledge of World

Business Council of Sustainable Development

(WBCSD). It is a testament to our commitment to

provide clean safe water, sanitation and workplace

for our employees.

Indian Rayon is ISO 14001-2004 Integrated

Management System of EMS, QMS (ISO 9001-

2008), OHSAS (18001-2007) and SA (8000-2008)

certified. We have also adopted the Du-Pont Safety

System for embedding the safety culture at all our

operations.

Indo Gulf Fertilizers, Jaya Shree Textiles and Aditya

Birla Insulators (ABI) Halol are ISO-14001: 2004

based environment management systems certified.

Responsible Stewardship

Indian Rayon

At Indian Rayon, we have developed the

sustainability framework in accordance with the GRI

G4 guidelines, and have fostered the sustainability

concept in our work culture.

With regard to your plant at Indian Rayon, Veraval,

the clearances from the Ministry of Environment,

Forests & Climate Change, New Delhi for the

operation of Viscose Filament Yarn Production Unit,

Power Plant, Caustic Soda Plant and Pipe line

Project have been obtained. The Company has

also secured Consolidated Consent and

Authorization from the Gujarat Pollution Control

Board for Plant operation and Sewage Treatment

Plant as well as the Biomedical Waste Authorization

in line with the requirement of Biomedical

Waste Rules.

Indian Rayon’s efforts to maximize reuse and

recycling energy and water, while maximizing

resource efficiency are in continuum. Under our

Cleaner Production initiative, wastes such as

briquette powder formed by Process Sludge,

Cellulose waste and charcoal churry are sent for

incineration to our Group Plant Ultratech Cement

at Rajula. For the disposal of the remaining wastes

in a controlled manner, we recourse to partnerships

ENVIRONMENT REPORT –SUSTAINABLE DEVELOPMENT

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with various Treatment, Storage and Disposal

Facilities (TSDF) as mandated by the pollution

control board.

Our green belt spans 33.5% of the total Plant area.

In recognition of its environment conservation

initiatives, Indian Rayon was accorded the

prestigious Golden Peacock EnvironmentManagement Award - 2014 from the Institute of

Directors, New Delhi.

Professional Environment Auditors like NEERI

(National Environmental Engineering Research

Institute) - Nagpur, NIO (National Institute of

Oceanography) – Mumbai, ATIRA (Ahmedabad

Textile Industries Research Associations) –

Ahmedabad, conduct in-depth Environment Audits.

They monitor our Plant operations and validate our

commitment to sustainable development.

Indo Gulf Fertilizer

At Indo Gulf all requisite systems for effective

management of effluent and emissions are in place

and are operating efficiently. These include steam

stripping systems, deep hydrolyser, activated

carbon filters, neutralization, equalization, ionization

process for process condensate, natural oxidation

based sewage treatment system and gas flaring

system among others

The Central Pollution Control Board (CPCB) has

brought in rules for online monitoring system for

treated effluent discharge and for gaseous

emissions from various stacks, for real time

monitoring by UPPCB. We have already

implemented the automated monitoring system.

Our plant is connected with the UPPCB server for

data transmission in line with the directive issues

by CPCB.

To conserve natural resources while cutting down

the emission of Green House gases, we have

commissioned a major energy saving project which

has resulted in the reduction of CO2 emission by

30,000 Te CO2, annually. Additionally, we have

installed solar heaters in our canteens and guest

houses, thus conserving energy.

Waste water and other effluents generated in the

plant are treated in the effluent treatment plants.

The treated waste water meets the standards of

irrigation water. It is supplied to the irrigation

network in and around our factory and township

for the green belt. We have developed and

commissioned a Recharge Pond as part of Rain

water harvesting. This helps store the rain water

for recharging the aquifer.

Over the years, we have planted more than a lakh

of trees in and around the Fertiliser complex

besides bushes and shrubs. With a uniquely

developed and well managed irrigation network,

the mortality rate of these plants is below 2%. This

is over and above the statutory requirement of a

33%green belt of the total area.

Aditya Birla Insulators, Halol (ABI)

ABI Halol is BSI ISO -14001:2004 certified. Our

operations factor conservation of the environment.

Waste water and other effluents generated in

the plant are treated in the effluent treatment

plants in line with regulatory conditions. The

Environment Monitoring, Ambient Air Monitoring,

Stack Monitoring and the waste water parameter

are analyzed by Gujarat Pollution Control

Board’s (GPCB) approved third Party. The water

meter is installed on the Bore well to get the

actual data of water consumption and to reduce

the wastage of water. Dyke walls are erected to

avoid spillage.

We are continuously reviewing our waste

management practices to identify potential

opportunities for reuse and recycle. This year, we

have explored the possibility of re-using the ETP

Sludge. Samples were analyzed in-house as well

as through third party analysis. After a complete

analysis, it was found that there is potential for in

house use after purification and chemical

correction. We are moving in that direction.

Your management is committed to synergising

growth with responsibility.

ENVIRONMENT REPORT –SUSTAINABLE DEVELOPMENT

FINANCIAL STATEMENTS

STANDALONE

FINANCIAL STATEMENTS

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERSAditya Birla Nuvo Limited - Annual Report 2014-2015

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ToThe Members ofAditya Birla Nuvo Limited

Report on the Standalone Financial Statements1. We have audited the accompanying Standalone Financial Statements of Aditya Birla Nuvo Limited

(‘the Company’), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profitand Loss, the Cash Flow Statement for the year then ended, and a summary of significant accountingpolicies and other explanatory information, in which are incorporated the branch’s financial statementsfor the year ended on that date audited by the branch auditors of the Company.

Management’s Responsibility for the Financial Statements2. 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 of these Standalone FinancialStatements that give a true and fair view of the financial position, financial performance and cashflows 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 ofCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonableand prudent and design, implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the Standalone Financial Statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility3. 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 auditingstandards and matters which are required to be included in the audit report under the provisionsof the Act and the Rules made thereunder. We conducted our audit in accordance with theStandards on Auditing issued by the Institute of Chartered Accountants of India, as specifiedunder section 143(10) of the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the StandaloneFinancial Statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the Financial Statements. The procedures selected depend on the auditor’s judgment, includingthe assessment of the risks of material misstatement of the Financial Statements, whether due tofraud or error. In making those risk assessments, the auditor considers internal financial controlrelevant to the Company’s preparation of the Financial Statements, that give a true and fair view, inorder to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on whether the Company has in place an adequate internal financialcontrol system over financial reporting and the operating effectiveness of such controls. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company’s management and Board of Directors, as wellas evaluating the overall presentation of the Standalone Financial Statements.

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

Opinion6. 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 themanner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2015, its Profit

and its cash flows for the year ended on that date.

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Other Matter7. The accompanying Standalone Financial Statements include total assets of ` 1,716.15 crore as at

March 31, 2015, and total revenues of ` 3,547.87 crore for the year ended on that date, in respectof one branch, which has been audited by branch auditors, whose financial statements, otherfinancial information and auditor’s reports have been furnished to us. Our opinion on the StandaloneFinancial Statements, in so far as it relates to the amounts and disclosures included in respect ofthis branch, and our report in terms of sub-sections (3) and (11) of section 143 of the Act, in so faras it relates to the aforesaid branch, is based solely on the reports of such other auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements8. 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 theAnnexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books;

c. The reports on the accounts of the branch offices of the Company audited under section143(8) of the Act by branch auditors have been sent to us and have been properly dealt withby us in preparing this report;

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account and with the audited financialstatements received from the Branch;

e. In our opinion, the aforesaid Standalone Financial Statements comply with the applicableAccounting Standards specified under section 133 of the Act, Read with Rule 7 of the Companies(Accounts) Rules 2014;

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

10. In our opinion and to the best of our information and according to the explanations given to us,we report as under with respect to other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company has disclosed the impact of pending litigations on its financial position in itsStandalone Financial Statements – Refer Note 45(iv) to the Standalone Financial Statements;

(ii) The Company has made provision, as required under the applicable law or accountingstandards, for material foreseeable losses, if any, on long-term contracts including derivativecontracts – Refer Note 45(iii) to the Standalone Financial Statements;

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company.

For and on behalf of For and on behalf of

KHIMJI KUNVERJI & CO. S R B C & CO LLPChartered Accountants Chartered Accountants

ICAI Firm Registration No. 105146W ICAI Firm Registration Number: 324982E

Per Shivji Vikamsey Per Vijay ManiarPartner Partner

Membership No. 2242 Membership No. 36738

Mumbai Mumbai

Date: May 14, 2015 Date: May 14, 2015

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Annexure referred to in paragraph 8 of Our Independent Auditors’ Report to the members of theCompany on the Standalone Financial Statements for the year ended March 31, 2015

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a

regular program of verification which, in our opinion, is reasonable having regard to the size of the

Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the

year other than inventory lying with third parties, where certificates confirming stocks have been

received in respect of substantial portion of stock held.

(b) The procedures of physical verification of inventory followed by the management are reasonable and

adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed

on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured

or unsecured to companies, firms or other parties covered in the register maintained under

section 189 of the Act. Accordingly, the provisions of paragraph 3(iii) (a) to (b) of the Order are

not applicable to the Company.

(iv) In our opinion and 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 inventory and fixed assets and for the sale of goods and services. During the course of our audit, we

have not observed any major weakness or continuing failure to correct any major weakness in the internal

control system of the Company in respect of these areas.

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

(vi) We have broadly reviewed the books of account maintained by the Company, pursuant to the rules made by

the Central Government for the maintenance of cost records under sub-section (1) of the section 148 of the

Act, in respect of the Company’s products to which the said rules are made applicable, and are of the

opinion that prima facie, the prescribed accounts and records have been made and maintained. We have

not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed

statutory dues including provident fund, employees’ state insurance, income-tax, sales-

tax,wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other

material statutory dues applicable to it.

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, customs

duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year

end, for a period of more than six months from the date they became payable.

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(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax,

wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of

any dispute, are as follows:

Name of the Nature of the Period Forum where AmountStatute dues dispute is pending (` in Crores)Income tax Tax Demand AY 2006-07 Commissioner 102.13Act, 1961 (Appeals)

1975-76, 1976-77, High Court 0.39

1986-87 & 2001-02

2003-04, 2004-05, CESTAT 1.30Customs Act, Tax Demand, Interest 2005-06, 2007-081962 and Penalty 2009-10, 2013-14

2013-14 Commissioner 0.64

(Appeals)

1977-78, 1986-87 High Court 0.06

1985-86, 1991-92, CESTAT 3.11

1995-00, 2001-02,

2002-03, 2008-09Central Excise Excise Duty, Interest 1994-95, 1996-97, Commissioner 1.24Act, 1944 and Penalty 1997-98,1998-99, (Appeals)

2005-2012

1997-98 to 2000-01 Commissioner/ 0.05

Deputy Commissioner

Entry Tax 2013-14 & 2014-15 High Court 11.14

1999-00, 2002-03, High Court 7.69

2004-05 & 2010-11

2002-03, 2004-05, Appellate Tribunal 1.01

2007-08, 2008-09

Sales Tax, 1995-96, 1996-97, Commissioner 17.55

Value Added Tax, 1997-98, 1999-00, (Appeals)/Revisional

Central Sales Tax, 2001-02, 2002-03 to Boards

Sales Tax Act Non-Submission of 2004-05, 2005-06,

forms, Purchase Tax, 2006-07, 2007-08,

Trade Tax including 2008-09, 2009-10,

Interest 2010-11

2002-03, 2003-04, Assessing authorities 7.09

2006-07, 2007-08,

2009-10, 2010-11,

2011-12

Service Tax2002-03, 2003-04 CESTAT 0.82

Finance Act, 1994including Interest

(Service Tax)and Penalty

2012-13 Commissioner 1.31

(Appeals)

Textile 1981-82 to 1998-99 Textile Committee 0.63

Committee Textile Cess Cess Appellate Tribunal

Act 1990-00 to 2004-05 Assessing authorities 0.65

Gujarat Cess on generation 2011-12 to 2014-15 Supreme Court 1.72

Green Cess of electricity through of India

Act, 2011 captive power

generation plants

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(c) In our opinion and to the best of our information and according to the explanations given to

us, there has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company in accordance with the relevant

provisions of the Companies Act, 1956 and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash

losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the

management, we are of the opinion that the Company has not defaulted in repayment of dues to

a financial institution, bank or debenture holders.

(x) According to the information and explanations given to us, the Company has given guarantee for

loans taken by subsidiaries from banks or financial institutions, the terms and conditions whereof,

in our opinion, are not prima-facie prejudicial to the interest of the Company.

(xi) Based on the information and explanations given to us by the management, term loans were

applied for the purpose for which the loans were obtained other than temporary deployment

pending application.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of

the Standalone Financial Statements and as per the information and explanations given by the

management, we report that no fraud on or by the Company has been noticed or reported

during the year. However, branch auditors have reported that there was a case of employee

misappropriation which was not material and was appropriately dealt with by the management.


KHIMJI KUNVERJI & CO. S R B C & CO LLPChartered Accountants Chartered Accountants

ICAI Firm Registration No. 105146W ICAI Firm Registration Number: 324982E


Membership No. 2242 Membership No. 36738

Mumbai Mumbai

Date: May 14, 2015 Date: May 14, 2015

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BALANCE SHEETAS AT 31ST MARCH, 2015

` in Crores

As at As atNote No. 31st March, 2015 31st March, 2014

EQUITY AND LIABILITIES(A) Shareholders’ Funds

Share Capital 2 130.14 130.18Reserves and Surplus 3 8,388.85 7,977.56

Sub-Total - (A) 8,518.99 8,107.74(B) Non-Current Liabilities

Long-term Borrowings 4A 1,480.46 1,392.19Deferred Tax Liabilities (Net) 5 106.38 87.89Other Long-term Liabilities 6A 114.59 96.83Long-term Provisions 7A 6.49 5.22

Sub-Total - (B) 1,707.92 1,582.13(C) Current Liabilities

Short-term Borrowings 4B 1,959.37 2,134.00Trade Payables 8 1,702.85 1,505.44Other Current Liabilities 6B 494.45 453.27Short-term Provisions 7B 266.11 208.78

Sub-Total - (C) 4,422.78 4,301.49

TOTAL (A)+(B)+(C) 14,649.69 13,991.36

ASSETS(D) Non-Current Assets

Fixed AssetsTangible Assets 9A 1,713.63 1,493.23Intangible Assets 9B 45.93 48.45Capital Work-in-Progress 108.02 306.59

1,867.58 1,848.27Non-Current Investments 10A 8,694.99 7,952.34Long-term Loans and Advances 11A 196.63 192.40Other Non-Current Assets 12A 0.74 0.78

Sub-Total - (D) 10,759.94 9,993.79(E) Current Assets

Current Investments 10B 30.00 15.65Inventories 13 1,247.00 1,103.72Trade Receivables 14 2,251.14 2,045.70Cash and Bank Balances 15 45.05 39.13Short-term Loans and Advances 11B 273.62 720.68Other Current Assets 12B 42.94 72.69

Sub-Total - (E) 3,889.75 3,997.57

TOTAL (D)+(E) 14,649.69 13,991.36

Significant Accounting Policies 1

The accompanying Notes are an integral part of the Financial Statements.

As per our attached Report of even date For and on behalf of the Board of Directors

For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKILICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARIChartered Accountants Chartered Accountants B. R. GUPTA

G. P. GUPTAS. C. BHARGAVADirectors

SUSHIL AGARWALWhole-time Director & CFO

Per SHIVJI VIKAMSEY Per VIJAY MANIARPartner Partner ASHOK MALUMembership No. 2242 Membership No. 36738 Joint President & Company Secretary

Mumbai, May 14, 2015 Mumbai, May 14, 2015

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STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2015

` in Crores

Year Ended Year EndedNote No. 31st March, 2015 31st March, 2014

Revenue from Operations 16 9,118.34 8,239.12Less: Excise Duty (180.08) (218.55)

Net Revenue from Operations 8,938.26 8,020.57Other Income 17 171.51 371.20

Total Revenue 9,109.77 8,391.77

ExpensesCost of Materials Consumed 18 3,322.49 2,944.12Purchase of Stock-in-Trade 19 1,283.31 1,191.38Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (43.44) (204.43)Employee Benefits Expenses 21 741.60 638.69Power and Fuel 843.01 955.00Other Expenses 22 1,777.21 1,621.20

Total Expenses 7,924.18 7,145.96

Profit Before Depreciation/Amortisation,Interest and Tax (PBDIT) 1,185.59 1,245.81Depreciation and Amortisation Expenses 23 189.36 199.02Finance Cost 24 263.30 266.56

Profit Before Exceptional Item and Tax 732.93 780.23Exceptional Items 39 — 24.06

Profit Before Tax 732.93 804.29Tax Expenses

Current Tax 185.92 201.60Write Back of Excess Provision for Tax Related to Earlier Years (5.61) (3.82)Deferred Tax 24.93 (67.44)

Profit for the Year 527.69 673.95

Profit Before Tax from Continuing Operations 732.93 780.23Tax Expense of Continuing Operations 205.24 171.04

Profit from Continuing Operations (A) 527.69 609.19Profit Before Tax from Sale of Assets Attributable to Discontinued Operations — 24.06Tax Expense/(Credit) from Sale of Assets Attributable to Discontinued Operations — (40.70)

Profit from Discontinued Operations After Tax (B) 39 — 64.76

Profit for the Year (A) + (B) 527.69 673.95

Basic Earnings Per Share (`) 40.56 54.30Diluted Earnings Per Share (`) 36 40.49 53.74(Face Value of ` 10/- each)



}







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CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2015

` in Crores

PARTICULARS 2014-15 2013-14

A CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 732.93 804.29

Adjustments for:

Exceptional Item (Refer Note: 39) — (24.06)

Depreciation and Amortisation Expenses 189.36 199.02

Provision for Bad and Doubtful Debts &Advances and Bad Debts written off 11.05 3.39

Provision for Diminution in Value ofInvestment in Subsidiary 0.43 —

Diminution/(Reversal of Diminution) inValue of Fertiliser Bonds (1.54) 0.63

Employee Stock Options Expenses 3.76 1.49

Unrealised (Gain)/Loss on Foreign Exchange (9.42) 12.43

Finance Costs 263.30 266.56

Interest Income (36.06) (44.14)

(Gain)/Loss on Fixed Assets Sold (5.61) 0.87

(Gain)/Loss on Sale of Investments (8.32) (41.72)

Gain on Redemption of PreferenceShares of Subsidiary (18.75) —

Gain on Buy-Back of Investments of Subsidiary — (144.29)

Dividend Income (89.67) (122.41)

298.53 107.77

OPERATING PROFIT BEFORE WORKINGCAPITAL CHANGES 1,031.46 912.06

Adjustments for:

Decrease/(Increase) in Trade Receivables (212.62) 240.90

Decrease/(Increase) in Loans and Advances (32.98) (0.70)

Decrease/(Increase) in Other Assets 29.43 (4.86)

Decrease/(Increase) in Inventories (143.28) (257.20)

Increase/(Decrease) in Trade Payables 202.39 270.58

Increase/(Decrease) in Other Liabilities 47.44 26.65

Increase/(Decrease) in Provisions 20.73 5.78

(88.89) 281.15

CASH GENERATED FROM OPERATIONS 942.57 1,193.21

Income Taxes Refund/(Paid) (154.82) (205.03)

NET CASH (USED IN)/FROM OPERATING ACTIVITIES 787.75 988.18

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Tangible Assets (227.33) (405.28)

Purchase of Intangible Assets (6.67) (5.79)

Sale of Tangible Assets 10.57 10.29

Acquisition of Additional Shares/Investmentin Subsidiary (743.08) (2,174.24)

Redemption of Preference Shares of Subsidiary 33.75 —

Proceeds from Liquidation of Subsidiary 0.84 —

Sale of Investment of Associate 0.01 —

Buy-Back of Investments by Subsidiary — 207.20

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` in Crores


Sale of Carbon Black Business (Net of Cash andCash Equivalents) — 314.72

Sale/(Purchase) of Current Investments (Net) (21.87) 278.00

Purchase of Subsidiary Optionally FullyConvertible Debentures — (338.28)

Redemption of Subsidiary Optionally FullyConvertible Debentures — 380.00

Inter-Corporate Deposits to Subsidiary – Given (221.23) (784.41)

Inter-Corporate Deposits to Subsidiary – Received Back 691.07 293.31

Interest Received from Subsidiaries 17.03 7.98

Interest Received – Others 20.92 34.58

Dividend Received from Subsidiaries 51.80 87.45

Dividend Received from Joint Venture 33.50 25.13

Dividend Received on Other Long-term Investment 3.35 4.69

Dividend Received on Current Investments 1.02 5.14

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (356.32) (2,059.51)

C CASH FLOW FROM FINANCING ACTIVITIES

Redemption of Preference Shares (0.10) —

Proceeds from Issue of Shares (including Securities Premium) 3.59 674.39

Repayment of Long-term Borrowings (227.88) (480.89)

Proceeds from Long-term Borrowings 337.38 259.00

Proceeds/(Repayment) from Short-term Borrowings (Net) (177.76) 951.85

Dividends Paid (91.08) (78.16)

Corporate Dividend Tax Paid (6.68) —

Interest Paid (263.25) (271.27)

NET CASH (USED IN)/FROM FINANCING ACTIVITIES (425.78) 1,054.92

NET INCREASE IN CASH AND CASH EQUIVALENTS 5.65 (16.41)

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 35.86 52.27

CASH AND CASH EQUIVALENTS (CLOSING BALANCE)(Refer Note: 15) 41.51 35.86

Significant Accounting Policies Refer Note: 1


CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2015







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NOTE: 1

SIGNIFICANT ACCOUNTING POLICIES:

I. BASIS OF PREPARATIONThe financial statements have been prepared in accordance with generally accepted accounting principles in India (IndianGAAP) under the historical cost convention on an accrual basis in compliance with all material aspect of the AccountingStandard (AS) Notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies(Accounts) Rules, 2014. The accounting policies have been consistently applied by the Company and are consistent withthose used in the previous year, except for the change in accounting policy explained in paragraph II below.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle, andother criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time betweenthe acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained itsoperating cycle as up to twelve months for the purpose of current/non-current classification of assets and liabilities.

II. CHANGE IN ACCOUNTING POLICYTill the year ended 31 March, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerningdepreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to the Companies Act,2013. Effective from 1st April, 2014, the Company has provided depreciation on fixed assets based on useful lives asprovided in Schedule II to the Companies Act, 2013 or as re-assessed by the Company. The management believes thatdepreciation rates currently used fairly reflect its estimate of the useful lives and residual values of fixed assets, though theserates in certain cases are different from lives prescribed under Schedule II.

Further, on application of Schedule II to the Companies Act, 2013, the Company has changed the manner of depreciation forits fixed assets. Now, the Company identifies and determines separate useful life for each major component of the fixedasset, if they have useful life that is materially different from that of the remaining asset.

Based on transitional provision given in Schedule II to the Companies Act, 2013, the carrying value of assets whose usefullives are already exhausted amounting to ` 12.51 Crore (net of deferred tax ` 6.44 Crore) has been charged to openingbalance of retained earnings. Had there been no change in useful lives of fixed assets, the charge to the Statement of Profitand Loss would have been higher by ` 19.03 Crore.

III. USE OF ESTIMATESThe preparation of financial statements in conformity with Indian GAAP requires the management to make judgements,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure ofcontingent liabilities, at the end of the reporting period. Although, these estimates are based on the management’s bestknowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomesrequiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

IV. TANGIBLE FIXED ASSETS AND DEPRECIATIONTangible Fixed Assets are stated at cost, less accumulated depreciation and impairment loss, if any. Cost comprises thepurchase price and any attributable cost of bringing the asset to its working condition for its intended use. Each part of anitem of property, plant and equipment with a cost, that is significant in relation to the total cost of the item, is depreciatedseparately. This applies mainly to components for machinery. When significant parts of fixed assets are required to bereplaced at intervals, the Company recognises such parts as individual assets with specific useful lives and depreciatesthem accordingly. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation on Tangible Fixed Assets is provided on Straight Line method using the rates arrived at based on the usefullives as specified in the Schedule II to the Companies Act, 2013 or estimated by the management. The Company has usedthe following useful life to provide depreciation on its fixed assets.

A: Assets where useful life is same as Schedule II

Assets Useful Life as Prescribed bySchedule II to the Companies Act, 2013

Plant & Machinery:- Continuous Process Plant 25 Years

Buildings (other than factory buildings) RCC Frame Structure 60 Years

Factory Buildings 30 Years

Fences, Wells, Tube Wells 5 Years

Borewell (Pipes, Tubes and Other Fittings) 5 Years

Bridges, Culverts, Bunders, etc. 30 Years

Others (including temporary structure, etc.) 3 Years

Carpeted Roads - RCC 10 Years

Carpeted Roads - other than RCC 5 Years

Non-carpeted Roads 3 Years

General Laboratory Equipment 10 Years

Electrical Installations and Equipment (At Factory) 10 Years

Motors, Tractors, Harvesting Combines and Heavy Vehicles 8 Years

NOTES FORMING PART OF FINANCIAL STATEMENTS

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B: Assets where useful life differ from Schedule II

Assets Useful Life as Prescribed by Estimated Useful LifeSchedule II to the Companies Act, 2013

Plant & Machinery:

:- Other than Continuous Process Plant (Single Shift) 15 Years 15 Years and 20 Years

:- Other than Continuous Process Plant (Double Shift) Additional 50% depreciation over single shift 20 Years

:- Other than Continuous Process Plant (Triple Shift) Additional 100% depreciation over single shift 10 Years and 15 Years

Thermal/Gas/Combined Cycle Power Generation Plant 40 Years 25 Years

Buildings (other than factory buildings) other than RCCFrame Structure 30 Years 60 Years

Office Electronic Equipment 5 Years 4 Years

Office Computers (end-user devices, desktops, laptops) 3 Years 4 Years

Servers 6 Years 4 Years

Vehicles 8-10 Years 4 Years to 5 Years

Electrically Operated Vehicles 8 Years 5 Years

Furniture & Fixtures and Other Office Equipment 10 Years 5 Years to 7 Years

Useful life of assets different from prescribed in Schedule II has been estimated by the management supported by technicalassessment.

C: Plant and Machinery

Separately identified Component of Plant and Machinery 2 to 25 Years

D: Assets at Showroom

Assets at Showroom 5 Years

E: Leasehold Assets

Leasehold Land Period of Lease

Leasehold Improvements Period of Lease 5 Years

Fixed Assets, individually costing less than Rupees five thousand, are fully depreciated in the year of purchase.

Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-rata basis with referenceto the month of addition/disposal/discarding, and in the case of capitalisation of Greenfield/Brownfield project, depreciationis charged from the date the project is ready to commence commercial production to the Statement of Profit and Loss.

V. INTANGIBLE ASSETS AND AMORTISATION

Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any.Intangible Assets are amortised on a straight-line basis over their estimated useful lives.

Assets Estimated Useful Life

Brands/Trademarks 10 Years

Technical Know-how 7 Years

Computer Software 3 Years

Goodwill Not being amortised (Tested for Impairment)

VI. IMPAIRMENT OF ASSETS

The carrying amounts of assets are reviewed at each Balance Sheet date, if there is any indication of impairment based oninternal/external factors. An asset is treated as impaired when the carrying cost of the assets exceeds its recoverable value.An impairment loss, if any, is charged to the Statement of Profit and Loss in the year in which an asset is identified asimpaired. Reversal of impairment losses recognised in the prior years is recorded when there is an indication that theimpairment losses recognised for the assets no longer exist or have decreased.

VII. BORROWING COSTS

Borrowing Costs attributable to acquisition and construction of qualifying assets are capitalised as a part of the cost of suchassets up to the date when such assets are ready for its intended use.

Other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

VIII. TRANSLATION OF FOREIGN CURRENCY ITEMS

Transactions in foreign currency are recorded at the rate of exchange prevailing on the date of transaction. Foreign currencymonetary items are reported using closing rate of exchange at the end of the year. With respect to the exchange differencearising on translation/settlement of long-term foreign currency items from 1st April, 2011, the Company has adopted thefollowing policy:


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(i) Foreign exchange difference on account of a depreciable asset is adjusted in the cost of the depreciable asset, whichwould be depreciated over the balance life of the asset.

(ii) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item TranslationDifference Account, and amortised over the balance period of such long-term asset/liability.

Exchange difference on restatement of all other monetary items is recognised in the Statement of Profit and Loss. Other non-monetary items like fixed assets, investments in equity shares are carried in terms of historical cost using the exchange rateat the date of transaction.

IX. DERIVATIVE INSTRUMENTS

Premium/Discount, in respect of forward foreign exchange contract to hedge an underlying recorded asset or liability, isrecognised over the life of the contracts. Exchange differences on such contracts, except the contracts which are long-termforeign currency monetary items, are recognised in the Statement of Profit and Loss in the year in which the exchange ratechanges. Profit/Loss on cancellation/renewal of forward exchange contract is recognised as income/expense for the year.

The Company enters into forward contracts to hedge the foreign currency risk of firm commitments and highly probableforecast transactions and designates such forward contracts as cash flow hedge by applying the principles set out in theAccounting Standard-30 - Financial Instruments: Recognition and Measurement. All such forward contracts are used as riskmanagement tools and not for speculative purposes.

For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts arerecognised in Hedging Reserve (net of taxes) under Reserves and Surplus, and reclassified into, i.e., recognised in, theStatement of Profit and Loss in the period or periods during which the underlying hedged item assumed affects profit or loss.The ineffective portion of the change in fair value of such instruments is recognised in the Statement of Profit and Loss in theperiod in which they arise. If the hedging relationship ceases to be effective or it becomes probable that the expected transactionwill no longer occur, the hedge accounting is discontinued and the fair value changes, arising from the forward contracts arerecognised in the Statement of Profit and Loss.

The Company uses derivative financial instruments such as currency swap, and interest rate swaps to hedge its risksassociated with foreign currency fluctuations and interest rate. As per the Institute of Chartered Accountants of India (ICAI)announcement regarding accounting for derivative contracts, other than covered under AS-11 and foreign exchange contractsto hedge highly probable forecast transactions and firm commitments described above, these are mark-to-market on theportfolio basis and net loss after considering the offsetting effect on the underlying hedged item is charged to the incomestatement. Net gains are ignored.

X. INVESTMENTS

Investments, which are readily realisable and intended to be held for not more than one year from the date on which suchinvestments are made, are classified as current investments. All other investments are classified as long-term investments.

Investments are recorded at cost on the date of purchase, which include acquisition charges such as brokerage, stampduty, taxes, etc. Current Investments are stated at lower of cost and net realisable value. Long-term investments are statedat cost after deducting provisions made, if any, for other than temporary diminution in the value.

XI. INVENTORIES

Raw materials, components, stores and spares, and packing materials are valued at lower of cost and net realisable value.However, these items are considered to be realisable at cost if the finished products, in which they will be used, are expectedto be sold at or above cost.

Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realisable value. Finished goodsand work-in-progress include costs of conversion and other costs incurred in bringing the inventories to their present locationand condition.

Cost of inventories is computed on a weighted-average basis.

Proceeds in respect of sale of raw materials/stores are credited to the respective heads. Obsolete, defective and unserviceableinventory are duly provided for.

Certified Emission Reductions (CERs) are valued at lower of cost and net realisable value. Cost includes consultant’s fee andthe cash payment made under the second levy to the concerned authorities for obtaining the credit of CERs.

XII. GOVERNMENT GRANTS

Government Grants are recognised when there is a reasonable assurance that the same will be received and all attachingconditions will be complied with. Revenue grants are recognised in the Statement of Profit and Loss. Capital grants relatingto specific Tangible/Intangible Assets are reduced from the gross value of the respective Tangible/Intangible Assets. Othercapital grants in the nature of promoter’s contribution are credited to capital reserve.

XIII. REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and can bereliably measured.

Revenue from sale of products is recognised when the significant risks and rewards of ownership of the goods have passed tothe buyer. Sale of goods are recorded net of trade discounts, rebates, Sales Tax, Value Added Tax and gross of Excise Duty.

Revenue from services are recognised as they are rendered based on agreements/arrangements with the concerned partiesand recognised net of Service Tax.


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Fertiliser price support under Group Concession and other Scheme of Government of India is recognised based onmanagement’s estimate taking into account known policy parameters and input price escalation/de-escalation.

Income from Certified Emission Reductions (CERs) is recognised on sale of CERs.

Interest Income is recognised on a time proportion basis taking into account the amount outstanding and applicable interest rate.

Dividend income on investments is accounted for when the right to receive the payment is established.

XIV. RETIREMENT AND OTHER EMPLOYEE BENEFITS

(a) Defined Contribution PlanThe Company makes defined contribution to Government Employee Provident Fund, Government Employee PensionFund, Employee Deposit Linked Insurance, ESI and Superannuation Schemes, which are recognised in the Statementof Profit and Loss on accrual basis.

(b) Defined Benefit PlanThe Company’s liabilities under Payment of Gratuity Act, long-term compensated absences and pension are determinedon the basis of actuarial valuation made at the end of each financial year using the projected unit credit method exceptfor short-term compensated absences, which are provided for based on estimates. Actuarial gains and losses arerecognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at thepresent value of estimated future cash flows using a discounted rate that is determined by reference to market yieldsat the Balance Sheet date on Government bonds where the terms of the Government bonds are consistent with theestimated terms of the defined benefit obligation.

In respect of certain employees, Provident Fund contributions are made to a Trust, administered by the Company. Theinterest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared by theCentral Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and shortfall, ifany, shall be made good by the Company. The Company’s liability is actuarially determined (using the Projected UnitCredit Method) at the end of the year and any shortfall in the Fund size maintained by the Trust set up by the Companyis additionally provided for. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year inwhich they arise.

XV. EMPLOYEE STOCK OPTIONS

The stock options and stock appreciation rights (SAR) granted are accounted for as per the accounting treatment prescribedby Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014, issued by Securities andExchange Board of India and the Guidance Note on Accounting for Employee Share-based Payments, issued by the ICAI,whereby the intrinsic value of the option is recognised as employee compensation. The employee compensation is chargedto the Statement of Profit and Loss on the straight-line basis over the vesting period of the option.

In respect of re-pricing of existing stock options, the incremental intrinsic value of the options is accounted as employee costover the remaining vesting period.

In case of forfeiture stock option which is not vested, amortised portion is reversed by credit to employee compensationexpense. In a situation where the stock option expires unexercised, the related balance standing to the credit of the employeesStock Options Outstanding Account are transferred to the General Reserve.

XVI. TAXATION

Tax expense comprises of current and deferred tax.

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in accordance withthe Income-tax Act, 1961.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognisedamounts and there is an intention to settle the asset and the liability on a net basis.

The deferred tax for timing differences between the book and tax profits for the year is accounted for, using the tax rates andlaws that have been substantively enacted as of the Balance Sheet date. Deferred tax assets arising from timing differencesare recognised to the extent there is reasonable certainty that these would be realised in future.

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Company writes down thecarrying amount of a deferred tax asset to the extent that it is no longer reasonably certain, that sufficient future taxableincome will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent thatit becomes reasonably certain, that sufficient future taxable income will be available.

In case of unabsorbed losses and unabsorbed depreciation, all deferred tax assets are recognised only if there is virtualcertainty supported by convincing evidence that they can be realised against future taxable profit. At each Balance Sheetdate the Company reassesses the unrecognised deferred tax assets.

Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidencethat the Company will pay normal Income Tax during the specified period. In the year in which the MAT credit becomeseligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Note issued bythe ICAI, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement.The Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlementto the extent there is no longer convincing evidence to the effect that the Company will pay normal Income Tax during thespecified period.


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XVII. RESEARCH AND DEVELOPMENTRevenue expenditure on research is expensed under the respective heads of the account in the period in which it is incurred.

Development expenditure is capitalised as an asset if the following conditions can be demonstrated:

a) The technical feasibility of completing the asset so that it can be made available for use or sell.

b) The Company has intention to complete the asset and use or sell it.

c) The Company has the ability to sell the asset.

d) The future economic benefits are probable.

e) The Company has the ability to measure the expenditure attributable to the asset during its development reliably.

Other development costs which do not meet the above criteria are expensed out during the period in which they are incurred.

XVIII. FINANCE LEASEAs a Lessee:Leases, where substantially all the risks and benefits incidental to ownership of the leased item are transferred to the Lessee,are classified as finance lease. The Company has capitalised the leased item at lower of fair value and present value of theminimum lease payments at the inception of the lease and disclosed as leased assets. Such assets are amortised over theperiod of lease or estimated life of such asset, whichever is less.

Lease payments are apportioned between the finance charges and reduction of the lease liability based on implicit rate ofreturn. Lease management fees, lease charges and other initial direct costs are capitalised.

XIX. OPERATING LEASES(a) As a Lessee:

Leases, where significant portion of risk and reward of ownership are retained by the Lessor, are classified as OperatingLeases and lease rentals thereon are charged to the Statement of Profit and Loss on a straight-line basis over the lease term.

(b) As a Lessor:The Company has leased certain tangible assets, and such leases, where the Company has substantially retained all therisks and rewards of ownership, are classified as operating leases. Lease income is recognised in the Statement of Profitand Loss on a straight-line basis over lease term. Initial direct costs are recognised in the Statement of Profit and Loss.

XX. CASH AND CASH EQUIVALENTSCash and Cash Equivalents for the purpose of Cash Flow Statement comprise cash on hand and cash at bank includingfixed deposit with original maturity period of three months or less and short-term highly liquid investments with an originalmaturity of three months or less.

XXI. CASH FLOW STATEMENTCash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions ofa non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income orexpenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activitiesof the Company are segregated.

XXII. EARNINGS PER SHAREBasic earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders (afterdeducting preference dividends and attributable taxes) by the weighted-average number of equity shares outstandingduring the period. The weighted-average number of equity shares outstanding during the period and for all periods presentedis adjusted for events such as bonus issue; bonus element in a rights issue to the existing shareholders; share split; andreverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without acorresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholdersand the weighted-average number of shares outstanding during the period are adjusted for the effects of all dilutive potentialequity shares.

XXIII. CONTINGENT LIABILITIES AND PROVISIONSContingent Liabilities are possible but not probable obligations as on Balance Sheet date, based on the available evidence.

Provisions are recognised when there is a present obligation as a result of past events, and it is probable that an outflow ofresources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Provisions are not discounted to its present value and are determined based on the best estimate required to settle theobligation at the Balance Sheet date.


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` in CroresAs at As at

NOTE: 2 Numbers 31st March, 2015 31st March, 2014SHARE CAPITALAuthorised:Equity Shares of ` 10/- each 175,000,000 175.00 175.00

(175,000,000)

Redeemable Preference Shares of ` 100/- each 500,000 5.00 5.00(500,000)

180.00 180.00

Issued:EQUITY SHARE CAPITALEquity Shares of ` 10/- each 130,279,180 130.28 130.13

(130,126,295)

130.28 130.13

Subscribed and Paid-up:EQUITY SHARE CAPITALEquity Shares of ` 10/- each, fully paid-up 130,137,193 130.14 130.08

(130,084,972)

130.14 130.08

Issued, Subscribed and Paid-up:PREFERENCE SHARE CAPITAL6% Redeemable Cumulative PreferenceShares of `100/- each, fully paid-up — — 0.10

(10,000)

— 0.10

130.14 130.18

1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period

Sr. Description As at 31st March, 2015 As at 31st March, 2014No. Equity Preference Equity Preference

Shares Shares Shares Shares

1 No. of Shares Outstanding at thebeginning of the period 130,084,972 10,000 120,213,187 10,000

2 Allotment of Rights Shares kept inabeyance on various dates — 19 —

3 Allotment of Shares on exercise ofoption by employee under ESOS-2006 52,221 — 51,766 —

4 Conversion of Warrants into EquityShares by the Promoter Group — — 9,820,000 —

5 Redemption of Preference Shares — 10,000 — —

6 No. of Shares Outstanding at the endof the period 130,137,193 — 130,084,972 10,000

2) Term/Right Attached to Equity Shares

The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares is

entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the

Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the

Company, after distribution to all preferential holders. The distribution will be in proportion to the number of the equity shares

held by the shareholders.

The Board of Directors has recommended Equity Dividend of ̀ 7.00 per share for the year ended 31st March, 2015 (Previous

Year: ` 7.00 per share). The total cash outflows on account of the Equity Dividend would be ` 91.10 Crore (Previous Year:

` 91.06 Crore) and Dividend Distribution Tax thereon (Net of Tax Credit on dividend from subsidiary companies) would be

` 18.55 Crore (Previous Year: ` 6.67 Crore).


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3) During the year, 10,000-6% Redeemable Cumulative Preference Shares of ̀ 100/- each of the Company have been redeemedout of the profits of the Company, on 29th September 2014. These preference shares carry cumulative dividend @6% p.a. AnInterim Dividend of ` ß has been declared and paid on these preference shares on pro-rata basis and Dividend DistributionTax thereon of ` ß has been paid.

4) The Company does not have any Holding Company.

5) Shares in the Company held by each shareholder holding more than 5 per cent shares and the number of shares held are asunder:

i) Equity Shares

Sr. Name of Shareholder As at 31st March, 2015 As at 31st March, 2014No. No. of % of Total No. of % of Total

Shares Held Paid-up Equity Shares Held Paid-up EquityShare Capital Share Capital

1 IGH Holdings Private Limited 16,352,102 12.57% 16,352,102 12.57%

2 TGS Investment and Trade Private Limited 13,506,736 10.38% 13,506,736 10.38%

3 Umang Commercial Company Limited 12,494,765 9.60% 12,494,765 9.60%

4 Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.24%

5 Hindalco Industries Limited 8,650,412 6.65% 8,650,412 6.65%

6 Life Insurance Corporation of India 7,276,236 5.59% 7,759,191 5.96%

ii) Preference Shares

Sr. Name of Shareholder As at 31st March, 2015 As at 31st March, 2014No. No. of % of Total No. of % of Total

Shares Held Paid-up Shares Held Paid-upPreference Preference

Share Capital Share Capital

1 Naman Finance and Investment Private Limited — — 5,000 50.00%

2 Infocyber (India) Private Limited — — 5,000 50.00%

6) Shares reserved for issue under options and contracts, including the terms and amounts:

For details of Shares reserved for issue under the Employee Stock Options Plan (ESOP) of the Company refer Note: 41.

7) There are no Equity and Preference Shares issued as fully paid-up pursuant to any contract in consideration of otherthan cash or bought back during the preceding last five years except issue of 10,000-6% Redeemable CumulativePreference Shares of ` 100/- each pursuant to a Scheme of Composite Arrangement to shareholders of PantaloonsFashion & Retail Limited.

8) Pursuant to the provisions of Section 126 of the Companies Act, 2013, the issue of following equity shares is kept in abeyance.

Sr. Particulars No. of SharesNo. As at As at

31st March, 2015 31st March, 2014

1 Rights Issue (1994) 12,575 12,575

2 Bonus Share on Above 6,288 6,288

3 Rights Issue (2007) 22,460 22,460

9) During the year, 100,664 ESOP shares have been issued by the Company, which will be allotted upon the exercise of ESOP.

10) In the year 1997, the Company had forfeited 4,487 shares held by 299 holders on account of non-payment of call money withinterest on shares issued against each detachable warrant.

11) 3,168,459 Equity Shares (Previous Year: 3,182,052) are represented by Global Depository Receipts.

12) During the last five years there were 30 Bonus Shares (Previous Year: 80 Bonus Shares) issued out of shares kept in abeyance.

13) Figures in brackets represent the corresponding number of shares for Previous Year.


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` in Crores

As at As at31st March, 2015 31st March, 2014

NOTE: 3

RESERVES AND SURPLUS

1) Capital Reserve 266.62 266.62

2) Capital Redemption Reserve

Opening Balance as per last audited Financial Statement 8.46 8.46

Addition:

Transfer from Surplus in the Statement of Profit andLoss on Redemption of Preference Shares 0.10 —

8.56 8.46

3) Securities Premium Account

Opening Balance as per last audited Financial Statement 3,979.14 3,089.75

Addition:

Conversion of Share Warrants — 884.64

ESOP Exercised 3.54 3.50

Transfer from Stock Options Outstanding Account on Exercise of Options 1.21 1.25

Allotment of Rights Issue Shares — ß

3,983.89 3,979.14

4) Debenture Redemption Reserve


Addition:

Transfer from Surplus in the Statement of Profit and Loss 22.50 20.98

Deduction:

Transfer to General Reserve on Redemption of Debentures — 50.00

44.58 22.08

5) Share Options Outstanding Account


Addition:

Charge for the Year 3.76 1.49

Deduction:

Transfer to Securities Premium Account on Exercise of Options 1.21 1.25

Transfer to General Reserve on Lapse of Options — 0.02

6.64 4.09

6) Other Reserves

i) General Reserve*


Addition:


Transfer from Debenture Redemption Reserve on Redemption of Debentures — 50.00

Transfer from Share Options Outstanding Account on Lapse of Options — 0.02

Deduction:

Transitional Provision of Schedule II Impact(Net of Deferred Tax Amounting of ` 6.44 Crore) [Refer Note: 1(II)] 12.51 —

3,662.53 3,475.04

` in Crores


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ii) Hedging Reserve**Opening Balance as per last audited Financial Statement (0.43) (2.47)

Addition:

Gain/(Loss) recognised during the year (Net) (2.08) 0.26

Deduction:

Gain/(Loss) recycled during the year (Net) (0.56) (2.04)

Transfer on Sale of Carbon Black Business — 0.26

(1.95) (0.43)

Total Other Reserves 3,660.58 3,474.61

7) Surplus/(Deficit) in the Statement of Profit and LossOpening Balance as per last audited Financial Statement 222.56 167.34

Addition:

Profit for the Year 527.69 673.95

Less: Appropriations

Transfer to Debenture Redemption Reserve 22.50 20.98

Transfer to General Reserve 200.00 500.00

Transfer to Capital Redemption Reserve on Redemption of Preference Shares 0.10 —

Proposed Dividend on:

Equity Shares 91.10 91.06

Preference Shares — 0.01

Equity Dividend relating to Previous Period 0.02 0.01

Interim Dividend on Preference Shares ß —

Corporate Tax on Proposed Dividend*** 18.55 6.67

Corporate Tax on Interim Dividend ß —

417.98 222.56

Total Reserves and Surplus 8,388.85 7,977.56

* General Reserve is created by appropriation from profits of the current year and/or undistributed profits of previousyears, before declaration of dividend duly complying with any regulations in this regard. The General Reserve is a freereserve and can be utilised in accordance with the provisions of the Companies Act, 2013.

** For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts arerecognised in Hedging Reserve under Reserves and Surplus.

*** Net of Tax Credit on dividend from subsidiary companies.` in Crores


NOTE: 4A

LONG-TERM BORROWINGS

SECURED

Rupee Term Loans from

Banks 142.33 121.39

Financial Institutions 42.24 86.73

Foreign Currency Loans from Banks 267.05 399.14

Finance Lease Liabilities 0.59 —

452.21 607.26UNSECURED

Debentures 800.00 500.00

Foreign Currency Loans from Banks 228.25 284.93

1,028.25 784.93

1,480.46 1,392.19


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` in Crores


NOTE: 4B

SHORT-TERM BORROWINGS

SECURED

Loan Repayable on Demand from Banks 585.54 996.87

585.54 996.87

UNSECURED

Loan Repayable on Demand from Banks 1,000.93 741.35

Other Loans and Advances

Commercial Papers* 372.90 395.78

1,373.83 1,137.13

1,959.37 2,134.00

* Maximum balance outstanding during the year 1,491.22 1,244.14* Commercial Papers are shown net of unamortised discounting charges.

NOTE: 4A and 4B` in Crores

As at 31st March, 2015 As at 31st March, 2014

(I) SECURED LONG-TERM BORROWINGS: Current Non-Current Current Non-Current

(A) Rupee Term Loans from Banks

i) Term loan secured by way of first pari passu charge created 3.20 — 6.40 3.20by mortgage of the immovable properties of the Companysituated at Veraval and Rishra (Textile Divisions), andhypothecation of movables (save and except book debts)situated at these locations, subject to prior charge(s)created on certain assets in favour of a Financial Institutionand on Bankers Goods in favour of the Company’s Bankersfor working capital borrowings.Repayment Terms: 17 half-yearly instalments from 1stJuly, 2007. First four instalments of ` 0.25 Crore each, next 4instalments of ` 0.50 Crore each, next 4 instalments of` 1.50 Crore each and next 5 instalments of ` 3.20 Crore each.

ii) Term loan secured by way of first pari passu charge created 4.10 4.09 3.01 8.19by mortgage of immovable properties of the Company’sMadura Garment Export Plants at Kasaba Hobli, Karnataka,and hypothecation of movable fixed assets of the Companyat these plants.Repayment Terms: 17 half-yearly instalments from29th December, 2008. First four instalments of ` 0.16 Croreeach, next 4 instalments of ` 0.32 Crore each, next 4instalments of ` 0.96 Crore each and next 5 instalments of` 2.05 Crore each.

iii) Term loan secured by way of first pari passu charge created 1.53 3.07 0.72 5.12by hypothecation of movable fixed assets of the Company’sMadura Garment Export Plant at Kasaba Hobli, Karnataka.Repayment Terms: 32 quarterly instalments from 1stJanuary, 2010. First instalment of ` 0.16 Crore, next 4instalments of ` 0.04 Crore each, next 8 instalments of ` 0.08Crore each, next 8 instalments of ` 0.24 Crore each, next 8instalments of ` 0.51 Crore each and next 3 instalments of` 0.34 Crore each.

iv) Term Loan secured by way of first pari passu charge 1.02 1.54 0.48 2.56created by hypothecation of movable plant and machineryof the Company’s Madura Clothing Plant at Marasur Village,Karnataka.Repayment Terms: 17 half-yearly instalments from27th September, 2009. First four instalments of ` 0.04 Crore


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each, next 4 instalments of ` 0.08 Crore each, next 4instalments of ` 0.24 Crore each and next 5 instalments of` 0.51 Crore each.

v) Term Loan secured by way of first pari passu charge 1.44 7.68 1.44 9.12created by hypothecation of movable plant and machineryof the Company’s Madura Clothing Plant at Marasur Village,Karnataka.

Repayment Terms: 17 half-yearly instalments from 4thSeptember, 2010. First four instalments of ` 0.12 Crore each,next 4 instalments of ` 0.24 Crore each, next 4 instalments of` 0.72 Crore each and next 5 instalments of ` 1.54 Crore each.

vi) Term Loan secured by way of first pari passu charge — — 0.76 —created by hypothecation of movable plant and machineryof the Company’s Madura Clothing Plant at Marasur Village,Karnataka.

Repayment Terms: 21 equal quarterly instalments of` 0.38 Crore each from 4th September, 2009.

vii) Term loan secured by way of first pari passu charge 1.20 33.00 0.80 34.20created by hypothecation of the entire movable properties(save and except current assets and assets on which anexclusive charge has been created in favour of Exim Bank)of the Companys’ Rayon Divison Plant at Veraval andTextile Division Plant at Rishra.

Repayment Terms: 10 half-yearly instalments from31st May, 2014. First three instalments of ` 0.40 Crore &each, next 3 instalments of ` 0.80 Crore each andnext 4 instalments of ` 7.85 Crore each.

viii) Term loan secured by way of first pari passu charge 1.49 24.51 — 26.00created by hypothecation of the entire movable properties(save and except current assets and assets on which anexclusive charge has been created in favour of Exim Bank)of the Companys’ Rayon Divison Plant at Veraval andTextile Division Plant at Rishra.

Repayment Terms: 10 half-yearly instalments from29th July, 2015. First three instalments of ` 0.74 Crore each,next 3 instalments of ` 1.48 Crore each and next4 instalments of ` 4.83 Crore each.

ix) Term loan secured by way of first pari passu charge 1.00 32.00 — 33.00created by hypothecation of the entire movable propertiesof the Companys’ Rayon Divison Plant at Veraval andTextile Division Plant at Rishra.

Repayment Terms: 10 half-yearly instalments from30th June, 2015. First four instalments of ` 0.50 Croreeach, next 2 instalments of ` 1.00 Crore each, next2 instalments of ` 9.00 Crore each, next 1 instalmentof ` 10.00 Crore and last instalment of ` 1.00 Crore.

x) Term loan secured by way of first pari passu charge — 22.44 — —created by hypothecation of the entire movable propertiesof the Companys’ Rayon Divison Plant at Veraval andTextile Division Plant at Rishra.

Repayment Terms: 20 quarterly instalments from3rd September, 2016. First four instalments of ` 0.56 Croreeach, next 8 instalments of ` 1.12 Crore each, next4 instalments of ` 1.35 Crore each, and last 4 instalmentsof ` 1.46 Crore each.

xi) Term loan to be secured by way of first pari passu charge — 9.00 — —created by hypothecation of the entire movable propertiesof the Companys’ Rayon Divison Plant at Veraval andTextile Division Plant at Rishra.

Repayment Terms: 21 quarterly instalments from19th December, 2016. First four instalments of ` 0.18 Croreeach, next 4 instalments of ` 0.23 Crore each, next4 instalments of ` 0.27 Crore each, next 4 instalments of` 0.36 Crore each and last 5 instalments of ` 0.97 Crore each.

` in Crores


Current Non-Current Current Non-Current


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xii) Term loan to be secured by way of first pari passu charge — 5.00 — —by way of hypothecation of all movable assets of theCompany’s Madura Clothing Plant at Marasur Village,Karnataka. (Crafted Clothing Plant No. 527, Marsur Village,Anekal Taluk, Bangalore – 562106, and Fashion CraftPlant No. 324, Marsur Village, Anekal Taluk,Bangalore – 562106)

Repayment Terms: 21 quarterly instalments from23rd March, 2017. First three instalments of ` 0.10 Croreeach, next 4 instalments of ` 0.13 Crore each, next4 instalments of ` 0.15 Crore each, next 4 instalments of` 0.20 Crore each and last 5 instalments of ` 0.54 Crore each.

Total Rupee Term Loans from Banks (A) 14.98 142.33 13.61 121.39

- Effective cost for the above loans are in the range of 5.20% to 12.10% per annum. (Previous Year: in the range of 4.71% to12.10% per annum.)

(B) Term Loans from Financial Institutions

i) Term loan secured by way of first pari passu charge 12.80 — 25.60 12.80created by mortgage of the immovable properties of theCompany situated at Veraval and Rishra (Textile Divisions)and hypothecation of movables (save and except bookdebts) situated at these locations, subject to prior charge(s)created on certain assets in favour of a Financial Institutionand on Bankers Goods in favour of the Company’s Bankersfor working capital borrowings.

Repayment Terms: 17 half-yearly instalments from10th August, 2007. First four instalments of ` 1.00 Croreeach, next 4 instalments of ` 2.00 Crore each, next4 instalments of ` 6.00 Crore each and next 5 instalmentsof ` 12.80 Crore each.

ii) Term loan secured by way of first pari passu charge 24.32 24.32 17.86 48.64created by mortgage of the immovable properties of theCompany situated at Veraval and Rishra (Textile Divisions)and hypothecation of movables (save and except bookdebts) situated at these locations, subject to prior charge(s)created on certain assets in favour of a Financial Institutionand on Bankers Goods in favour of the Company’s Bankersfor working capital borrowings.

Repayment Terms: 17 half-yearly instalments from3rd January, 2009. First four instalments of ` 0.95 Croreeach, next 4 instalments of ` 1.90 Crore each, next4 instalments of ` 5.70 Crore each and next 5 instalmentsof ` 12.16 Crore each.

iii) Term loan secured by way of first pari passu charge 6.58 17.92 4.20 24.50created by hypothecation of movable fixed assets situatedat Veraval and Rishra (Textile Divisions).

Repayment Terms: 17 half-yearly instalments from20th March, 2010. First four instalments of ` 0.35 Croreeach, next 4 instalments of ` 0.70 Crore each, next4 instalments of ` 2.10 Crore each and next 5 instalmentsof ` 4.48 Crore each.

iv) Term loan secured by way of first pari passu charge — — 0.42 —created by mortgage of immovable properties of theCompany’s Madura Garment Export Plants at ParappanaAgrahara, Karnataka, and hypothecation of movablefixed assets of the Company at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.42 Crore from 20th December, 2006.

` in Crores




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v) Term loan secured by way of first pari passu charge 0.34 — 0.66 0.34created by mortgage of immovable properties of theCompany’s Madura Garment Export Plants at ParappanaAgrahara, Karnataka, and hypothecation of movablefixed assets of the Company at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.33 Crore from 20th March, 2008.

vi) Term Loan secured by way of first pari passu charge 0.45 — 0.46 0.45created by mortgage of immovable properties of theCompany’s Madura Clothing Plant at Marasur Village,Karnataka, and hypothecation of movable fixed assetsof the Unit at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.23 Crore each from 20th September, 2008.

Total Rupee Term Loans from Financial Institutions (B) 44.49 42.24 49.20 86.73

- Effective cost for the above loans are in the range of 2.49% to 6.75% per annum. (Previous Year: in the range of 2% to 6.75%per annum.)

(C) Foreign Currency Term Loans from Banks

i) Foreign Currency Loan secured by way of first pari passu — — 65.52 32.76

charge created by hypothecation of all movable properties(excluding current assets and investments) of the

Company’s Garment Division (Madura Garments), including

brand rights and goodwill but excluding all movableproperties relating to Madura Garments Exports Plants

at Kasaba Hobli, Karnataka, Madura Clothing Plant

at Marasur Village, Karnataka, and Madura Garments

Export Plants at Parappana Agrahar, Karnataka.

Repayment Terms: 3 equal instalments of ` 32.76 Croreeach on the date falling on 36, 42 and 48 months from

29th September, 2011. (Refinanced on 8th July, 2014)

ii) Foreign Currency Loan secured by way of first pari passu — — — 158.12

charge created by hypothecation on all movable

Fixed Assets of the Company (save and except current

assets and investments) situated at Veraval and Rishra(Textile Division).

Repayment Terms: 3 equal instalments of ` 52.71 Crore

each on the date falling on 4th, 5th and 6th year from11th January, 2012. (Refinanced on 31st July, 2014)

iii) Foreign Currency Loan secured by way of first pari passu — — — 161.64

charge created by hypothecation on all movableFixed Assets of the Indo Gulf Fertiliser Division (excluding

Argon Gas Plant) situated at Jagdishpur, Uttarpradesh.

Repayment Terms: Bullet payment on 16th May, 2017.

(Refinanced on 10th November, 2014)

iv) Foreign Currency Loan secured by way of first pari passu 46.62 — 46.62 46.62

charge by way of hypothecation of entire movable assets

(save and except current assets) situated at Veraval, Rishra(Textile Division), Insulator Divisions at Halol and Rishra.

Repayment Terms: 2 equal yearly instalments of

USD 0.50 Crore each from 11th November, 2014 and 2 equal

instalments of USD 0.50 Crore each from 25th February, 2015.

v) Foreign Currency Loan secured by way of first pari passu 52.71 105.41 — —

charge created by hypothecation on all movable assets

of the Company (save and except current assets) situatedat Veraval and Rishra (Textile Divisions).

Repayment Terms: 3 equal yearly instalments of

` 52.71 Crore each starting from 11th January, 2016.

` in Crores




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vi) Foreign Currency Loan secured by way of first pari passu — 161.64 — —charge created by hypothecation on all movable assetsof the Indo Gulf Fertiliser Division (save and except currentassets) situated at Jagdishpur, Uttarpradesh.

Repayment Terms: Bullet payment on 16th May, 2017.

Total Foreign Currency Term Loans from Banks (C) 99.33 267.05 112.14 399.14

- Effective cost for the above loans are in the range of 5.95% to 8.17% per annum. (Previous Year: in the range of 6% to 9.10%per annum.)

(D) Finance Lease Liability

i) Finance Lease Obligation is secured by hypothecation of 0.17 0.59 — —plant and machinery taken on lease.

Repayment Terms : Lease obligation plus interest ispayable in 19 quarterly instalments of ` 0.06 Crore each.

Total Finance Lease Liability (D) 0.17 0.59 — —

- Effective cost for the above loan is 9.95% per annum. (Previous Year: Nil)

Total Secured Long-term Borrowings 158.97 452.21 174.95 607.26

` in Crores



(II) UNSECURED LONG-TERM BORROWINGS:

(A) Debentures

i) 8.99% 29th Series Non-Convertible Debentures. — 300.00 — 300.00

Repayment Terms: Redeemable at par on 29th January, 2018.

ii) 9.00% 30th Series Non-Convertible Debentures. — 200.00 — 200.00

Repayment Terms: Redeemable at par on 10th May, 2023.

iii) 8.68% 31st Series Non-Convertible Debentures. — 300.00 — —

Repayment Terms: Redeemable at par on 2nd February, 2020.

Total Debentures — 800.00 — 500.00

(B) Unsecured Long-term Foreign CurrencyBorrowings:

i) Foreign Currency Loan from Bank. — — 18.90 56.68

Repayment Terms: 3 instalments of ` 9.45 Crore,` 9.45 Crore and ` 28.33 Crore each on the date falling on3rd, 4th and 5th year from 1st June, 2010, and 3 instalmentsof ` 9.45 Crore, ` 9.45 Crore and ` 28.34 Crore each on thedate falling on 3rd, 4th and 5th year from 26th July, 2010.(Refinanced on 10th November, 2014)

ii) Foreign Currency Loan from Bank. — — 33.33 —

Repayment Terms: Bullet payment on 21st November, 2014.

iii) Foreign Currency Loan from Bank. 56.68 — — —

Repayment Terms: Intsalments of ` 28.34 Crore each on1st June, 2015 and 26th July, 2015.

iv) Foreign Currency Loan from Bank. 32.76 — — —

Repayment Terms: 3 equal half-yearly instalments of` 32.76 Crore each from 29th September, 2014.

v) Foreign Currency Loan from Bank. — — — 228.25

Repayment Terms: Bullet payment on 24th August, 2016.(Refinanced on 10th November, 2014)

` in Crores




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vi) Foreign Currency Loan from Bank. — 228.25 — —

Repayment Terms: Bullet payment on 24th August, 2016.

Total Unsecured Long-term Foreign Currency Borrowings 89.44 228.25 52.23 284.93

- Effective cost for the above loans are in the range of 3.76% to 6.41% per annum. (Previous Year: in the range of 6.45% to 7.75%per annum.)

Total Unsecured Long-term Borrowings 89.44 1,028.25 52.23 784.93

` in Crores

As at As at(III) SECURED SHORT-TERM BORROWINGS: 31st March, 31st Mach,

2015 2014

i) Working Capital Borrowings are secured by hypothecation of inventories, book debts and 585.54 673.77other movables, both present and future, held as current assets.

ii) Loan has been availed by the unit under the Special Banking Arrangement (SBA) of — 323.10Department of Fertilizer, Government of India, and has been secured against subsidyrecoverable from Government of India. As per the arrangement, the loan will be repaiddirectly by Government of India to the Bank and corresponding adjustment will be madein Subsidies recoverable. Interest rate in Previous Year @ 10.40% per annum, out of whichinterest @ 8% per annum will be borne by Government of India.

Total Secured Short-term Borrowings 585.54 996.87

- Effective cost for the above loans are in the range of 9.25% to 15.50% per annum. (Previous Year: in the range of 2.40% to16.50% per annum.)

- Foreign Currency Loans have been fully hedged for foreign exchange and interest rate fluctuation by way of Currency &Interest Rate swaps, Interest swaps and Long Term Forward Contracts.

- Effective cost has been calculated with hedged cost in terms of foreign currency loan and net of interest subsidy in case ofTUF loans.

` in Crores




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` in Crores


NOTE: 5DEFERRED TAX LIABILITIES

Deferred Tax Liabilities at the year end comprise timing differences on account of:

Depreciation 163.46 136.36

163.46 136.36

DEFERRED TAX ASSETS

Deferred Tax Assets at the year end comprise timing differences on account of:

Expenditure/Provisions allowable on Payment basis 38.81 35.41

Others 18.27 13.06

57.08 48.47

Net Deferred Tax Liabilities 106.38 87.89

NOTE: 6AOTHER LONG-TERM LIABILITIES

Deposits 96.04 73.00

Others 18.55 23.83

114.59 96.83

NOTE: 6BOTHER CURRENT LIABILITIES

Current Maturities of Long-term Borrowings (Refer Note: 4A and 4B) 248.24 227.18

Current Maturities of Finance Lease Obligations (Refer Note: 4A and 4B) 0.17 —

Interest Accrued but Not Due on Borrowings 32.07 32.03

Investors’ Education and Protection Fund to be credited (as and when due):

Unpaid Dividend 3.26 2.99

Money Due for Refund on Fraction Shares 0.28 0.28

Other Payables:

Advance from Customers 41.88 34.64

Payables for Capital Expenditure 29.69 37.24

Statutory Dues 62.49 49.49

Deposits 45.72 42.81

Derivative Liability (Net)* 14.36 14.80

Others 16.29 11.81

494.45 453.27

* This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.

NOTE: 7ALONG-TERM PROVISIONS

Provisions for:

Employee Benefits 6.49 5.22

6.49 5.22


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NOTE: 7B

SHORT-TERM PROVISIONS

Provisions for:

Employee Benefits 89.13 72.45

Others

Taxation (Net of Advance Tax ` 583.23 Crore(Previous Year: ` 536.93 Crore)) 55.33 29.36

Proposed Dividend

Equity 91.10 91.06

Preference — 0.01

Provision for Corporate Tax on Dividend#

Equity 18.55 6.67

Preference — —

Other Short-term Provisions## 12.00 9.23

266.11 208.78

# Net of Tax Credit on Dividend from subsidiary companies.

## Additional disclosure as per Accounting Standard-29 – “Provisions, Contingent Liabilities and Contingent Assets”

A. Warranty

Opening Balance 0.50 0.75

Arising during the year 0.03 —

Unused Amounts Reversed (0.09) (0.25)

Closing Balance 0.44 0.50

Provision is recognised for expected warranty claims on Insulator product sold during the last three years based on the pastexperience of level of returns and replacements. It is expected that this provision will be utilised within one year.

B. Customer Relationship Management Loyalty Programme

Opening Balance 8.73 5.29

Arising during the year 28.58 22.62

Utilised (25.75) (19.18)

Closing Balance 11.56 8.73

Customer Relationship Management Loyalty Programmes are the schemes designed with an intention to retain the existingcustomer and attract new customers by rewarding a customer for his loyalty and patronage. It is expected that this provisionwill be utilised within one year.

NOTE: 8TRADE PAYABLES

Trade Payables 1,702.85 1,505.44

1,702.85 1,505.44

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45days as at 31st March, 2015, and no interest payment made during the year to any Micro, Small and Medium Enterprises. Thisinformation as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determinedto the extent such parties have been identified on the basis of information available with the Company.

` in Crores



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153 �

NOTE: 9A

TANGIBLE ASSETS ` in Crores

Freehold Leasehold Freehold Leasehold Leasehold Plant & Furniture Office Vehicles Railway TOTALLand Land Buildings Buildings Improve- Equipment & Fixtures Equipment Sidings

ments

Gross Block

As at 1st April, 2013 45.35 33.11 389.23 4.84 14.25 3,423.12 253.52 50.16 24.18 5.84 4,243.60

Additions 0.40 0.27 40.09 1.16 2.10 221.80 56.31 3.69 3.48 — 329.30

Transfer of Carbon

Black Business 16.99 7.07 81.16 — — 753.65 7.74 8.62 4.11 — 879.34

Deletions — 0.72 1.06 — 1.60 48.65 32.44 2.97 3.83 — 91.27

As at 31st March, 2014 28.76 25.59 347.10 6.00 14.75 2,842.62 269.65 42.26 19.72 5.84 3,602.29

Additions — — 10.61 0.42 3.65 350.06 48.43 6.03 5.29 — 424.49

Deletions — — 0.30 — 0.81 42.35 15.93 4.52 3.17 — 67.08

As at 31st March, 2015 28.76 25.59 357.41 6.42 17.59 3,150.33 302.15 43.77 21.84 5.84 3,959.70

Accumulated Depreciation

As at 1st April, 2013 2.82 103.54 1.80 8.66 1,970.76 187.04 38.54 11.40 5.55 2,330.11

For the Year 0.11 8.90 0.63 2.08 122.90 47.53 3.12 3.03 — 188.30

Transfer of Carbon

Black Business 1.02 15.72 — — 299.90 4.56 6.29 1.75 — 329.24

Deletions 0.58 0.26 — 1.60 40.16 32.14 2.83 2.54 — 80.11

As at 31st March, 2014 1.33 96.46 2.43 9.14 1,753.60 197.87 32.54 10.14 5.55 2,109.06

For the Year 0.10 10.12 0.54 2.93 116.70 39.82 5.88 4.08 — 180.17

Deletions — 0.02 — 0.80 38.72 15.79 4.46 2.32 — 62.11

Charge to General

Reserve on account

of Schedule II — 6.88 — — 11.74 0.02 0.31 — — 18.95

As at 31st March 2015 1.43 113.44 2.97 11.27 1,843.32 221.92 34.27 11.90 5.55 2,246.07

Net Block as at31st March, 2014 28.76 24.26 250.64 3.57 5.61 1,089.02 71.78 9.72 9.58 0.29 1,493.23

Net Block as at31st March, 2015 28.76 24.16 243.97 3.45 6.32 1,307.01 80.23 9.50 9.94 0.29 1,713.63

A. Gross Block of Tangible Assets includes:

i) The Company’s share in assets held under co-ownership - Leasehold Land ` 19.80 Crore (Previous Year: ` 19.80 Crore),

Buildings ` 23.85 Crore (Previous Year: ` 23.85 Crore), Furniture & Fixtures ` 2.67 Crore (Previous Year: ` 2.65 Crore) and Office

Equipment ` 5.75 Crore (Previous Year: ` 5.62 Crore).

ii) Buildings include ` 8.19 Crore (Previous Year: ` 8.19 Crore) being cost of Debentures and Shares in a company entitling the right

of exclusive occupancy and use of certain premises.

B. Details of Tangible Assets capitalised under Finance Lease:

i) Plant and Equipment include Gross Block ` 0.98 Crore (Previous Year: ` Nil) and Net Block ` 0.78 Crore (Previous Year: ` Nil).

Refer Note 38 (iv).

C. Addition to Plant and Equipment is net of Subsidy ` 0.02 Crore (Previous Year: ` 2.45 Crore).


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NOTE: 9B

INTANGIBLE ASSETS ` in Crores

Goodwill Brands/ Computer Technical TOTALTrademarks Software Know-how

Gross Block

As at 1st April, 2013 20.41 187.12 42.10 6.60 256.23

Additions — — 6.50 — 6.50

Deletions — — 0.13 — 0.13

Transfer of Carbon Black Business — — 3.24 — 3.24

As at 31st March, 2014 20.41 187.12 45.23 6.60 259.36

Additions — — 6.67 — 6.67

Deletions — — 0.04 — 0.04

As at 31st March, 2015 20.41 187.12 51.86 6.60 265.99

Accumulated Amortisation

As at 1st April, 2013 — 164.46 34.12 4.61 203.19

For the Year — 4.24 5.56 0.92 10.72

Deletions — — 0.13 — 0.13

Transfer of Carbon Black Business — — 2.87 — 2.87

As at 31st March, 2014 — 168.70 36.68 5.53 210.91

For the Year — 2.14 6.13 0.92 9.19

Deletions — — 0.04 — 0.04

As at 31st March, 2015 — 170.84 42.77 6.45 220.06

Net Block as at 31st March, 2014 20.41 18.42 8.55 1.07 48.45

Net Block as at 31st March, 2015 20.41 16.28 9.09 0.15 45.93

All Intangible Assets are other than internally generated.

` in Crores

Year Ended Year Ended31st March, 2015 31st March, 2014

NOTE: 9A and 9B

During the year, the Company has capitalised the following expenses

to cost of Fixed Assets/Capital Work-in-Progress

Salaries and Wages — 1.20

Contribution to Provident and Other Funds — 0.10

Staff Welfare Expenses — 0.08

Legal and Professional Expenses — 5.08

Travelling and Conveyance — 0.20

Interest Expenses — 3.42

Miscellaneous Expenses — 0.20

Total — 10.28

Add: Brought forward from previous year 6.61 11.93

Less: Capitalised during the year 3.05 15.60

Balance Pending Allocation included in Capital Work-in-Progress 3.56 6.61


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155 �


` in Crores

As at As at31st March, 31st March,

Face Value Number 2015 Number 2014

NOTE: 10ANON-CURRENT INVESTMENTS

Trade Investments Valued at Cost, except otherwise statedInvestments inEquity Instruments

QuotedJoint Venture

IDEA Cellular Limited* 10 837,526,221 2,355.81 837,526,221 2,355.81

2,355.81 2,355.81

UnquotedSubsidiaries

Aditya Birla Financial Services Limited(formerly Aditya Birla Financial Services Private Limited)* 10 757,010,000 1,117.01 717,010,000 717.01

Birla Sun Life Insurance Company Limited* 10 1,406,893,920 1,751.23 1,406,893,920 1,751.23

ABNL Investment Limited 10 21,000,000 21.00 21,000,000 21.00

Indigold Trade and Services Limited 10 73,143,588 1,245.21 69,523,000 1,183.65

Madura Garments Lifestyle Retail Company Limited* 10 98,838,896 362.94 98,838,896 362.94

ABNL IT & ITES Limited 10 26,027,500 454.69 26,027,500 454.69

Shaktiman Mega Food Park Private Limited 10 430,000 0.43 9,400 0.01

Less: Provision for Diminution (0.43) —

4,952.08 4,490.53Associate

Birla Securities Limited 10 — — 495,800 2.53

Less: Provision for Diminution — (2.52)

— 0.01Others

Aditya Birla Science & Technology Private Limited(formerly Aditya Birla Science & TechnologyCompany Limited) 10 2,400,000 2.40 2,400,000 2.40

Birla Management Centre Services Limited 10 7,000 0.01 7,000 0.01

Aditya Birla Port Limited 10 100,000 0.10 100,000 0.10

2.51 2.51Preference Shares

UnquotedSubsidiaries

8.00% Cumulative and Redeemable Preference Sharesof Pantaloons Fashion & Retail Limited 10 500,000 0.50 500,000 0.50

8.00% Cumulative and Redeemable Preference Sharesof Madura Garments Lifestyle Retail Company Limited 10 10,000,000 10.00 10,000,000 10.00

0.01% Compulsory Convertible Preference Shares ofAditya Birla Financial Services Limited (formerly AdityaBirla Financial Services Private Limited) 10 476,500,000 476.50 876,500,000 876.50

6% Non-Convertible Non-Cumulative RedeemablePreference Shares of Aditya Birla Financial ServicesLimited (formerly Aditya Birla Financial ServicesPrivate Limited) 10 681,110,000 681.11 — —

1,168.11 887.00Others

5.25% Cumulative Redeemable Preference Shares ofAditya Birla Health Services Limited# 100 1,500,000 15.00 1,500,000 15.00

8% Preference Shares of Birla Management CentreServices Limited 10 200 ß 200 ß

15.00 15.00

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156


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Non-Trade Investments Valued at Cost

Quoted

Investment in Equity Instruments

Hindalco Industries Limited 1 33,506,337 201.48 33,506,337 201.48

201.48 201.48

TOTAL NON-CURRENT INVESTMENTS 8,694.99 7,952.34

* Refer Note: 26(e)

# Each Preference Share is optionally convertible in 10 EquityShare of ` 10/- each fully paid-up on the expiry of a periodof 15 years from the date of allotment.

Notes:

1. All shares are fully paid-up, unless otherwise stated

2. Aggregate Amount of Quoted Investments 2,557.29 2,557.29

3. Market Value of Quoted Investments 15,842.71 11,986.75

4. Aggregate Amount of Unquoted Investments 6,137.70 5,395.05

5. Aggregate Amount of Diminution in Value of Investments 0.43 2.52

NOTE: 10BCURRENT INVESTMENTS(Valued at lower of Cost and Fair Value)

Equity Instuments

Unquoted

Subsidiaries, at Cost

Aditya Vikram Global Trading House Limited,Mauritius* US$ 1 — — 150,000 0.65

— 0.65

Preference Shares

Unquoted

Subsidiaries

Current Maturity of Long-term Investment, at Cost

Preference Shares of Aditya Birla MinacsWorldwide Limited redeemable at premium of 125% 100 — — 1,500,000 15.00

— 15.00

Units of Mutual Fund

Quoted, at Cost

Kotak Gilt Investment Regular Plan Direct Growth 10 2,057,258 10.00 —

SBI Magnam Gilt Long Term Plan-Growth 10 4,910,707 15.00 —

DSP Black Rock Ultra STP Direct Growth 10 50,000,000 5.00 —

TOTAL CURRENT INVESTMENTS 30.00 15.65

Notes:

1. Aggregate Amount of Unquoted Investments — 15.65

2. Aggregate Amount of Quoted Investments 30.00 —

3. Market Value of Quoted Investments 30.01 —

* Aditya Vikram Global Trading House Ltd., Mauritius,wholly owned subsidiary of the Company has been liquidated.

` in Crores

As at As at31st March, 31st March,

Face Value Number 2015 Number 2014


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157 �

` in Crores


NOTE: 11A

LONG-TERM LOANS AND ADVANCES

(Unsecured, Considered Good, except otherwise stated)

Capital Advance

Unsecured, Considered Good 11.78 17.38

Unsecured, Considered Doubtful 0.05 0.05

Less: Provision for Doubtful (0.05) (0.05)

Security Deposits




Loans and Advances to Related Parties (Refer Note: 42) 10.10 18.04


Inter-Corporate Deposits 9.27 11.58

VAT, Other Taxes Recoverable, Statutory Deposits andDues from Government 0.50 0.49

Prepaid Expenses 9.89 11.48

Advance for Expenses, Materials and Employees 8.32 7.42

196.63 192.40

NOTE: 11B

SHORT-TERM LOANS AND ADVANCES

(Unsecured, Considered Good, except otherwise stated)

Security Deposits




Loans and Advances to Related Parties (Refer Note: 42) * 73.17 534.88


Inter-Corporate Deposits 4.92 2.61

VAT, Other Taxes Recoverable, Statutory Deposits andDues from Government




Advance Tax (Net of Provision ` 131.06 Crore(Previous Year: ` 10.51 Crore)) 27.15 26.67

Prepaid Expenses 19.49 18.08

Advance for Expenses, Materials and Employees **




273.62 720.68

* Includes amount due from Directors and Officers 0.19 —

** Includes amount due from Subsidiary Company 0.15 —


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158


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Disclosure as per Clause 32 of Listing Agreement

` in Crores

(i) Loans and Advances in the nature of Balance as on Balance as on Maximum Amount Maximum AmountLoans given to Subsidiaries 31st March, 2015 31st March, 2014 Due at any time Due at any time

During the Year Ended During the Year Ended31st March, 2015 31st March, 2014

Aditya Birla Customer Services Ltd. 10.10 14.80 43.59 16.00

(formerly Aditya Birla Customer Services Private Ltd.)

Aditya Birla Finance Ltd. — — — 100.05

Aditya Birla Money Mart Ltd. 42.43 42.43 45.93 42.43

Aditya Birla Money Insurance Advisory Services Ltd. 3.24 3.24 3.24 3.24

Aditya Birla Minacs Worldwide Ltd. — 479.75 536.90 481.15

ABNL Investment Ltd. — 1.00 1.00 2.90

ABNL IT & ITES Ltd. — 1.38 2.51 1.52

Indigold Trade and Services Ltd. — 0.22 59.21 0.78

Madura Garments Lifestyle Retail Company Ltd. 27.31 10.10 55.10 11.12

Pantaloons Fashion & Retail Ltd. — — — 96.37

(ii) Loans and Advances in the nature of Balance as on Balance as on Maximum Amount Maximum AmountLoans given to Employees 31st March, 2015 31st March, 2014 Due at any time Due at any time

During the Year Ended During the Year Ended31st March, 2015 31st March, 2014

Employee Loan given in the ordinary course

of the business and as per the service rules

of the Company

- no repayment schedule or repayment

beyond seven years 0.90 0.86 1.24 1.86

- no interest or at an interest rate below which

is specified in Section 186 of the Companies

Act, 2013 8.48 8.07 10.56 9.41

Disclosure as per Section 186(4) of the Companies Act, 2013

(a) Details of Inter-Corporate Deposits granted during the year as below:

Name of the Loanee Granted RemarksDuring the Year

Unsecured

Aditya Birla Customer Services Ltd. 28.79 Terms of deposit - 24 Months, Interest Rate @10.50% to

(formerly Aditya Birla Customer Services Pvt. Ltd.) 11.50% P.A. Payable on Call

Aditya Birla Money Mart Ltd. 3.50 Terms of deposit - On Call, Interest Rate @11.50% P.A.

Payable on Maturity

Aditya Birla Minacs Worldwide Ltd. 77.15 Terms of deposit - 1 day + Call, Interest Rate @ 11.75% P.A.

Payable on Call

ABNL IT & ITES Ltd. 2.61 Terms of deposit - 1 day + Call, Interest Rate @ 10.00% to

10.50% P.A. Payable on Call

Indigold Trade and Services Ltd. 59.03 Terms of deposit - 1 day + Call, Interest Rate @ 10.00% to


Madura Garments Lifestyle Retail Company Ltd. 50.16 Terms of deposit - 1 day + Call, Interest Rate @ 10.00% to


Aditya Birla Science & Technology Company Pvt. Ltd. 2.61 Terms of deposit - 36 Months, Interest Rate @ 8.50% to


- The loans have been utilised for meeting their business requirements.

(b) Details of Investment made during the year as below: ` in Crores

Name of the Company Amount

Aditya Birla Financial Services Limited 681.11

(formerly Aditya Birla Financial Services Private Limited)

Indigold Trade and Services Ltd. 61.55

Shaktiman Mega Food Park Private Limited 0.42

Total 743.08


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159 �

` in Crores


NOTE: 12A

OTHER NON-CURRENT ASSETS

Other Bank Balances*

Bank Deposits with more than twelve months maturity 0.12 0.11

Government Grant Receivable 0.62 0.67

0.74 0.78

*Amount held as Margin Money under lien to bank for issuing guarantee 0.12 0.11

NOTE: 12B

OTHER CURRENT ASSETS

Fertiliser Bonds # 2.19 9.85

Government Grant Receivable 20.34 31.76

Export Incentive Receivable 17.90 26.46

Less: Provision for Export Incentive Receivable (0.06) (0.06)

Others* 2.57 4.68

42.94 72.69

*Includes dues from subsidiaries. ß 2.34

# The Company had received Fertilisers Bonds in the earlier years of ` 65.50 Crore from the Ministry of Fertiliser, Government ofIndia, against the outstanding amount of subsidy receivable, out of which bonds amounting to ` 2.38 Crore (Previous Year:` 11.58 Crore) are outstanding at the year end. The market value of the above bonds are lower than book value, therefore thediminution in the value of above bonds has been accounted.

NOTE: 13INVENTORIES (Lower of Cost and Net Realisable Value)

Raw Materials 323.38 251.91(Includes Goods-in-Transit ` 21.79 Crore (Previous Year: ` 14.67 Crore))

Work-in-Progress 124.18 117.01

Finished Goods 383.85 371.70(Includes Goods-in-Transit ` Nil (Previous Year: ` 0.02 Crore))

Stock-in-Trade 306.10 280.60(Includes Goods-in-Transit ` Nil (Previous Year: ` 4.67 Crore))

Stores and Spares 100.09 73.69(Includes Goods-in-Transit ` 9.24 Crore (Previous Year: ` 0.55 Crore))

Waste/Scrap 0.63 0.06

Packing Materials 8.77 8.66

Certified Emission Reductions (CERs) — 0.09

1,247.00 1,103.72


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160


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NOTE: 14TRADE RECEIVABLES

Due for period exceeding Six months from the due date of payment

Secured, Considered Good 0.58 1.24

Unsecured, Considered Good 62.86 51.11(Includes subsidy receivables from Government of India ` 12.98 Crore(Previous Year: ` 5.64 Crore))



Others

Secured, Considered Good 39.61 24.98

Unsecured, Considered Good 2,148.09 1,968.37(Includes subsidy receivables from Government of India ` 1,180.30 Crore(Previous Year: ` 1,145.56 Crore))



2,251.14 2,045.70

NOTE: 15CASH AND BANK BALANCES

Cash and Cash Equivalents

Balances with Banks

Current Accounts 37.84 24.85

Cash on Hand 1.49 1.44

Cheques/Drafts on Hand 2.18 9.57

(A) 41.51 35.86

Other Bank Balances

Deposit Accounts (with original maturity period ofmore than three months) 0.12 0.11

Others

Unclaimed Dividend 3.26 2.99

Money Due for Refund on Fraction Shares 0.28 0.28

(B) 3.66 3.38

(A) + (B) 45.17 39.24

Less: Bank Deposits with more than twelve months maturity 0.12 0.11(transferred to Other Non-Current Assets) (Refer Note: 12A)

45.05 39.13

` in Crores



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161 �

` in Crores


NOTE: 16REVENUE FROM OPERATIONS

A. SALE OF PRODUCTS

Manufactured 7,068.54 6,325.54

Traded 1,971.96 1,834.77

9,040.50 8,160.31

B. SALE OF SERVICES 7.64 8.72

C. OTHER OPERATING INCOME

Export Incentive 39.71 44.83

Scrap Sales 17.28 19.24

Miscellaneous Other Operating Income 13.21 6.02

70.20 70.09

Total A + B + C 9,118.34 8,239.12

Details of Sale Value of Goods Manufactured under broad heads

Ammonia 9.61 36.43

Caustic Soda 181.61 204.98

Garments 1,898.17 1,618.59

Insulators 587.03 542.00

Linen Fabric 325.83 279.15

Sulphuric Acid and Allied Chemicals 28.77 30.65

Urea 2,194.53 1,953.79

Viscose Filament Rayon Yarn 695.76 604.66

Wool Top 309.58 349.40

Yarn Linen 453.12 356.42

Yarn Worsted 331.07 305.61

Others 53.46 43.86

7,068.54 6,325.54

Sale Value of Traded Goods under broad heads

Agro Chemicals 130.98 97.36

Bulk Fertilisers 34.54 92.24

Garments 1,629.42 1,449.04

Seeds 81.07 77.01

Specialty Fertilisers 63.26 50.98


Others 4.63 5.68

1,971.96 1,834.77


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162


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` in Crores


NOTE: 17OTHER INCOMEInterest Income from

Subsidiaries 15.26 9.75

Others 20.80 34.39

Dividend Income

Subsidiary Company 51.80 87.45

Joint Venture 33.50 25.13

Long-term Investments 3.35 4.69

Current Investments 1.02 5.14

Net Gain on Sale of Investments

Current

Subsidiary Company 0.19 41.72

Others 8.13 —

Gain on Redemption of Preference Share of Subsidiary 18.75 —

Gain on Buy-Back of Investments of Subsidiary — 144.29

Foreign Exchange Gain (Net) 3.01 —

Profit on Sale of Fixed Assets (Net) 5.61 —

Other Non-Operating Income 10.09 18.64

171.51 371.20

NOTE: 18COST OF MATERIALS CONSUMEDRaw Materials Consumed 3,192.26 2,824.70

Packing Materials Consumed 130.23 119.42

3,322.49 2,944.12

Details of Raw Materials Consumed under broad headsAlumina 22.47 22.27

Clays 27.83 21.94

Cotton Staple and Synthetic Yarn 301.18 272.67

Fabric 382.96 367.45

Flax Fibre 103.91 80.08

Metal Parts 119.60 120.26

Natural Gas 1,423.27 1,120.70

Staple and Synthetic Fibre 16.25 17.10

Wood Pulp 142.99 147.89

Wool Fibre 463.31 498.78

Others 188.49 155.56

3,192.26 2,824.70

NOTE: 19PURCHASE OF STOCK-IN-TRADEPurchase of Finished Goods 1,283.31 1,191.38

1,283.31 1,191.38

Details of Purchases of Finished Goods under broad headsAgro Chemicals 73.02 81.03

Bulk Fertilisers 30.65 83.74

Garments 999.58 849.91

Seeds 67.67 62.09

Specialty Fertilisers 96.30 43.07


Others 3.47 3.39

1,283.31 1,191.38


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163 �

` in Crores


NOTE: 20CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADEOpening Stocks

Finished Goods 371.70 369.79Stock-in-Trade 280.60 187.10Work-in-Process 117.01 76.67Waste/Scrap 0.06 0.15Certified Emission Reductions (CERs) 0.09 0.18

769.46 633.89

Less:Closing Stocks

Finished Goods 383.85 371.70Stock-in-Trade 306.10 280.60Work-in-Process 124.18 117.01Waste/Scrap 0.63 0.06Certified Emission Reductions (CERs) — 0.09

814.76 769.46

Add/(Less):(Increase)/Decrease in Excise Duty on Stocks 1.86 0.64Stock Transfer on Sale of Carbon Black Business — (69.50)

(Increase)/Decrease (43.44) (204.43)

Movement of (Increase)/Decrease in InventoriesFinished Goods (12.15) (1.91)Stock-in-Trade (25.50) (93.50)Work-in-Process (7.17) (40.34)Waste/Scrap (0.57) 0.09Certified Emission Reductions (CERs) 0.09 0.09

Details of Inventories:Manufactured Goods

Caustic Soda 1.97 3.21Garments 216.48 175.12Insulators 30.01 29.78Linen Fabric 38.84 45.30Sulphuric Acid and Allied Chemicals 1.51 0.86Urea 13.15 17.98Viscose Filament Rayon Yarn 35.92 28.08Yarn Linen 12.91 23.43Yarn Worsted 28.41 42.87Others 4.65 5.07

383.85 371.70

Traded GoodsAgro Chemicals 8.53 6.24Bulk Fertilisers — 0.36Garments 292.53 254.17Seeds 2.03 0.94Specialty Fertilisers 0.03 0.39Viscose Filament Rayon Yarn 2.75 18.27Others 0.23 0.23

306.10 280.60

Work-in-ProgressAmmonia 2.44 1.97Customised Fertilisers 1.50 2.08Garments 19.69 21.32Insulators 18.82 18.37Linen Fabric 41.19 34.83Viscose Filament Rayon Yarn 13.00 13.74Wool Top — 0.12Yarn Linen 9.34 6.85Yarn Worsted 18.20 17.73

124.18 117.01


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164


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` in Crores


NOTE: 21EMPLOYEE BENEFITS EXPENSESSalaries and Wages 627.45 544.66

Contribution to Provident and Other Funds (Refer Note: 40) 67.26 50.43

Expense on Employee Stock Options Scheme (Refer Note : 41) 3.76 1.49

Expense on Stock Appreciation Rights Scheme (Refer Note : 41) 1.50 ß

Staff Welfare Expenses 41.63 42.11

741.60 638.69

NOTE: 22OTHER EXPENSESConsumption of Stores and Spares 140.73 134.19

Rent 317.76 276.93

Repairs & Maintenance of:

Buildings 11.91 11.72

Plant and Machinery 48.18 52.20

Others 59.79 52.66

Insurance 12.14 11.68

Rates and Taxes 40.33 29.83

Processing Charges 60.41 70.33

Commission to Selling Agents 231.04 213.10

Brokerage and Discounts 31.79 36.48

Advertisement and Sales Promotion 275.71 268.40

Transportation and Handling Charges 78.45 70.27

Store Security, Housekeeping and Other Expenses 154.41 123.56

Legal and Professional Expenses (Refer Note: 33, Details of Auditors’ Remuneration) 76.87 59.17

Provision for Bad and Doubtful Debts, Advances and Bad Debts written off 11.05 3.39

Provision for Diminution in Value of Investment in Subsidiary 0.43 —

Travelling and Conveyance 55.94 55.25

Loss on Sale/Discard of Fixed Assets (Net) — 0.87

Bank Charges 9.37 9.59

Directors’ Sitting Fees 0.21 0.17

Directors’ Commission 4.50 4.50

Foreign Exchange Loss (Net) — 24.03

Contribution to Research & Development Institution 1.41 2.99

Information Technology Expenses 22.75 18.48

Miscellaneous Expenses@ 132.03 91.41

1,777.21 1,621.20

@ Includes Contribution to General Electoral Trust for political purpose fordistribution to political parties/persons 16.50 —

NOTE: 23DEPRECIATION AND AMORTISATION EXPENSESDepreciation of Tangible Assets 180.17 188.30

Amortisation of Intangible Assets 9.19 10.72

189.36 199.02

NOTE: 24FINANCE COSTInterest Expenses* 249.78 238.44

Other Borrowing Costs 13.52 28.12

263.30 266.56

*Net of Interest Rebate Subsidy from Technology Upgradation Fund 9.94 13.07

*Net of Interest Capitalised — 3.42


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NOTE: 25

CONTINGENT LIABILITIES NOT PROVIDED FOR

(a) Claims against the Company not acknowledged as debts ` in Crores

Nature of Brief Description of Contingent Liabilities As at 31st As at 31stStatute March, 2015 March, 2014

Customs Duty, Departmental appeal against CESTAT order for deleting demand of 2.04 2.04Customs Act, payment of duty for non fulfilment of provision of EXIM policy related to1942 Advance Licence obtained by Madura Coats Ltd.

Demand of Differential Custom Duty on acquisition of 1.27 1.27ENKA Tech Know-how

Various other cases pertaining to demand of counter-vailing duty and 2.25 1.91additional duties on imports, supplementary Drawback claim, etc.

Excise Duty, Demand for Non-inclusion of freight charges in transaction value for 4.38 —Central Excise the purpose of payment of excise duty on sale of chlorine

Act, 1944 Departmental appeal against commissioner order for demand of 7.72 —differential excise duty on processing of yarn Cake in to Cone atSTPL Bhestan under Noti. 30/2004-CE

Show cause-cum-demand notice alleging that mixing of duty paid 1.62 1.62dyes amounts to manufacture and attracts duty for the period fromMarch 1986 to September 1988.

Show cause-cum-demand notice for availment of Cenvat credit on capital 1.01 1.01goods used exclusively for manufacture of exempted goods for theperiod from April 2005 to March 2007.

Demand for payment of duty for removal of Refinished Imported 2.11 2.03Garments without paying duty

Demand of duty for alleged wrong availment of benefit of exemption 8.25 8.25under Notification 38/2003-CE in respect of ready-made garmentsprocured from job workers

Show cause-cum-demand notice of excise duty on inclusion of 1.49 1.43Type Test Charges with the value of insulators

Various other cases demanding duty on reversal of Cenvat credit on 5.51 5.74sale of capital goods, reversal of credit on inputs used for manufacturingdutiable and exempted goods, etc.

Service Tax, Show cause-cum-demand notices for availment of Cenvat credit of 2.25 2.25Finance Act, Service Tax paid on commission to overseas agents since services1994 are not falling under input service for the period from April 2005 to

March 2010

Demand for Cenvat credit of Service Tax taken on Goods Transport 3.94 3.85Agency service on outward transportation from place of removal tillbuyer’s place

Show cause-cum-demand notice for reversal of Cenvat credit of — 1.05Service Tax on Business Auxiliary Services

Demand of Service Tax due to mismatch of Freight Inward declared in 1.31 1.23ER-4 and ST-3 Returns

Various other cases pertaining to disallowance of Cenvat credit of 1.44 2.53Service Tax on commission paid to overseas agent, in GTA services,service for outward transportation and other services alleging not beclassified as input services for availment of Cenvat credit, etc.


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Sales tax, Non-receipt of C and F forms, disallowance of Input Tax Credit (ITC) on 9.98 9.98Commercial purchases by Power Plant, reversal of ITC, for AY 2006-07Tax Act Demand for Short of Form H, I and C, Input Tax Credit Short adjusted on 4.03 6.93

Stores Spares

Demand for Re-assessment for the year 2011-12 under Karnataka 4.36 —VAT Department

Demand for UP VAT for AY 2009-10, 2010-11 and 2011-12 5.02 —

Various other cases in respect of short forms of H, I and C, 2.56 1.75disallowance of input credit, etc.

Income-tax Various Departmental Appeal in ITAT, High Court on 14A disallowance, 51.23 36.18Act, 1961 disallowance of additional depreciation, disallowance of depreciation on

goodwill and various matters

Demand for various additions in tax assessment of AY 2009-10 and 18.82 2.16AY 2010-11

Demand for non-deduction of TDS on purchase of shares of 102.12 —Joint Venture Company u/s 201(1) and 201(1A)

Other Statutes Labour Reinstatement and Workmen Compensation cases 3.85 6.82

Water drawal charges for the period of Apr-99 to till date 80.73 69.72

Claim by various customers (Pedeee Syria, MGVCL) 2.80 6.24

Railways demanded Land Licence Fees, in 2008, for the land 6.42 5.12used for constructing and connecting siding with Railwayat Sindurwa since 1988

Demand letter issued by UPSIDC for making payment of maintenance 22.84 18.23charges on land allotted in 1983

Various other cases pertaining to Industrial Disputes, Railways licence 25.33 23.34fee demand, Textile Cess on ready-made garments, possession ofGaon Sabha land and other Civil cases

Grand Total 386.68 222.68

(b) Bills Discounted with Banks 51.11 38.17

(c) Corporate Guarantees given to Banks for loans taken by subsidiaries 17.50 705.53

(d) Corporate Guarantees given in connection with performance obligation of the subsidiaries — 12.10

(e) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage of fertilisersdispatched was required to be supplied in jute bags up to 31st August, 2001. The Company made conscious efforts to usejute packaging material as required under the said Act. However, due to non-availability of material as per the Company’sproduct specifications as well as due to strong customer resistance to use of jute bags, the specific percentage could not beadhered to. The Company has received a show cause notice, against which a writ petition has been filed with the Hon’ble HighCourt, which is awaiting for hearing. The Jute Commissioner, Kolkata, had filed transfer petition, various writ petitions has beenfiled in different High Courts by other aggrieved parties, including the Company, before the Hon’ble Supreme Court of Indiapraying for consolidation of all cases at one Court. The transfer petition is pending before the Hon’ble Supreme Court. TheCompany has been advised that the said levy is bad in law.

` in Crores

Nature of Brief Description of Contingent Liabilities As at 31st As at 31stStatute March, 2015 March, 2014


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` in Crores


NOTE: 26CAPITAL AND OTHER COMMITMENTS

(a) Estimated Amount of Contracts remaining to be executed on 66.09 85.03Capital Account and not provided for (Net of Advances)

(b) Customs Duty on Capital Goods and Raw Materials Imported under 154.26 155.25Advance Licensing/EPCG Scheme, against which export obligationis to be fulfilled

(c) For commitment under lease contract Refer Note: 38.

(d) For commitment under derivative contract Refer Note: 44.

(e) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the termscontained in their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Finance Limited(subsidiary of Aditya Birla Financial Service Limited (ABFSL)), Pantaloons Fashion & Retail Limited (subsidiary of IndigoldTrade and Service Limited) and Madura Garments Lifestyle Retails Company Limited investments have also been providedto certain Banks for respective credit facilities extended by them.

Pursuant to the Shareholders’ Agreement entered into with the Joint Venture partner, the Company has, in respect of BirlaSun Life Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirementprescribed by the regulatory authority.

(f) Aditya Birla Finance Limited (ABFL), a subsidiary of the Company, has issued 10.20% Non-Convertible sub-ordinateDebenture (NCD) aggregating ` 300 Crore. The Company has entered into an option agreement with the holders of suchNCD, pursuant to which the holders have put option on the Company, and the Company has call option on the holders onexpiry of 36 months from the date of allotment of NCD. Further, on happening of certain events, the put option can also beexercised by the holders on the Company on any other date on happening of such events.

` in Crores


NOTE: 27

VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS

Raw Materials 1,147.52 1,137.28

Stores and Spares 14.84 19.51

Capital Goods 70.08 160.64

Purchase of Finished Goods 70.15 114.17

NOTE: 28EXPENDITURE IN FOREIGN CURRENCY (on accrual basis)

Advertisement 2.95 1.49

Technical Assistance Fees/Royalties 16.04 19.48

Interest and Commitment Charges* 18.87 25.84

Professional Charges 3.32 2.86

Travelling 1.54 1.71

Commission 11.95 8.97

Others 5.24 5.96

*Interest expenditure in Foreign Currency includes interest on External Commercial Borrowing (ECB) which is fully hedged.


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NOTE: 29VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS AND SPARE PARTS CONSUMED AND PERCENTAGE THEREOFTO THE TOTAL CONSUMPTION

` in Crores

Percentage Year Ended Percentage Year Ended31st March, 2015 31st March, 2014

Raw Materials:Imported 35.01% 1,117.66 39.03% 1,102.37Indigenous 64.99% 2,074.60 60.97% 1,722.33

3,192.26 2,824.70

Spare Parts:Imported 15.15% 7.38 18.99% 9.51Indigenous 84.85% 41.33 81.01% 40.56

48.71 50.07

NOTE: 30AMOUNT REMITTED IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND

In respect of Accounting Year

2013-14 2012-13

No. of Shareholders 438 436No. of Equity Shares 94,782 113,096Dividend Remitted in Foreign Currency 0.07 0.07

NOTE: 31EARNINGS IN FOREIGN CURRENCY (on accrual basis)

` in Crores


On Export of Manufactured Goods (F.O.B. Basis) 728.59 748.07On Export of Traded Goods (F.O.B. Basis) 2.14 3.43

NOTE: 32THE FOLLOWING ARE INCLUDED UNDER OTHER HEADS OFEXPENSES IN THE STATEMENT OF PROFIT AND LOSS

Particulars Head under which it is clubbedConsumption of Stores Repairs and Maintenance 15.91 12.85

Insurance Staff Welfare Expenses 5.56 4.53

NOTE: 33DETAILS OF AUDITORS’ REMUNERATION

Payments to Statutory Auditor:As Auditors

For Audit Fees (Including Limited Review Fees) 1.04 1.04For Tax Audit 0.12 0.12

In other capacityFor Other Services 0.16 0.18For Reimbursement of Expenses 0.08 0.14

1.40 1.48

Payments to Branch Auditor:As Auditors

As Audit Fees (Including Limited Review Fees) 0.43 0.43As Tax Audit 0.03 0.03

In other capacityFor Other Services 0.02 0.03For Reimbursement of Expenses 0.09 0.09

0.57 0.58

Payments to Cost Auditor:For Audit Fees 0.05 0.05For Reimbursement of Expenses 0.01 0.01

0.06 0.06

2.03 2.12


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NOTE: 34DETAILS OF EXPENDITURE INCURRED IN IN-HOUSE RESEARCH & DEVELOPMENT (R&D) FACILITIES APPROVED BYDEPARTMENT OF SCIENTIFIC AND INDUSTRIAL RESEARCH, MINISTRY OF SCIENCE AND TECHNOLOGY, GOVERNMENTOF INDIA, UNDER SECTION 35 OF INCOME-TAX ACT, 1961

` in Crores


i) Capital Expenditure

Capital Equipment 0.01 —

ii) Revenue Expenditure

Salaries and Wages 0.84 0.88

Material Consumables/Spares 0.01 0.03

Other Expenditure directly related to R&D 0.31 0.48

iii) Total R&D Expenditure on approved R&D Facilities (Total i) & ii)) 1.17 1.39

iv) Less: Amount Received by R&D Facilities — —

v) Net Amount of R&D Expenditure 1.17 1.39

NOTE: 35

DISCLOSURE IN RESPECT OF SELF-GENERATED CERs

No. of Certified Emission Reductions (CERs) held as inventory (Units) — 69,518

No. of Certified Emission Reductions (CERs) under certification (Units) — 46,553

` in Crores


NOTE: 36

DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-20 –EARNINGS PER SHARE

Earnings Per Share (EPS) is calculated as under:

Net Profit as per the Statement of Profit and Loss 527.69 673.95

Less: Preference Dividend and Tax thereon ß 0.01

Net Profit for EPS (A) 527.69 673.94

Weighted-average Number of Equity Sharesfor calculation of Basic EPS (B) 130,111,149 124,121,740

Basic EPS (`) (A/B) 40.56 54.30

Weighted-average Number of Equity Shares Outstanding 130,111,149 124,121,740

Add: Shares Held in Abeyance 41,323 41,323

Add: Dilutive impact of Employee Stock Options 168,085 80,735

Add: Potential Equity Shares Due to Share Warrants — 1,174,496

Weighted-average Number of Equity Sharesfor calculation of Diluted EPS (C) 130,320,557 125,418,294

Diluted EPS (`) (A/C) 40.49 53.74

Nominal Value of Shares (`) 10.00 10.00


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NOTE: 37DISCLOSURE IN RESPECT OF COMPANY’S JOINT VENTURES IN INDIA PURSUANT TO ACCOUNTING STANDARD-27–‘FINANCIAL REPORTING OF INTEREST IN JOINT VENTURES’

Country of Proportion of Ownership InterestName of the Venture Incorporation As at As at


IDEA Cellular Limited India 23.28% 25.23%

The aggregate of Company’s share in the above venture is: ` in Crores

Non-Current Assets 10,475.66 11,116.95

Current Assets 3,600.16 629.27

Non-Current Liabilities 4,665.38 5,389.83

Current Liabilities 4,049.56 2,186.71

Total Revenue 7,594.20 6,752.99

Expenses (Including Depreciation and Taxation) 6,838.52 6,256.52

Contingent Liabilities 3,852.44 2,761.88

Capital Commitments 7,636.38 1,430.46

NOTE: 38

DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19–LEASES IS AS UNDER

` in Crores


Assets Taken on Lease:

i) Operating Lease Payment recognised in the Statement of Profit and Loss

Minimum Lease Rent 304.53 267.76

Contingent Lease Rent 13.23 9.17

317.76 276.93

ii) The Company has taken certain Office Premises, Showrooms andResidential Houses on non-cancellable/cancellable operating lease.

iii) The future minimum rental payable in respect of non-cancellableoperating lease are as follows:

` in Crores


Not later than one year 35.90 66.22

Later than one year and not later than five years 35.38 52.84

71.28 119.06

iv) The details of finance lease payments payable and their Present Value as at the Balance Sheet Date:

` in Crores

Particulars Total Lease Present Value InterestCharges Payable

Not later than one year 0.25 0.17 0.08

Later than one year and not later than five years 0.70 0.59 0.11

Total 0.95 0.76 0.19


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NOTE: 39DISCONTINUING OPERATIONS

The Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black businesswith effect from 1st April, 2013, on a going concern basis, by way of a slump sale, to SKI Carbon Black (India) Private Limited.

In accordance with approval given by the shareholders, the Company had accounted for slump sale of Carbon Black business(identified as reportable segment under AS-17) with effect from 1st April, 2013, on a going concern basis to SKI Carbon Black(India) Private Limited pursuant to Business Transfer Agreement entered into with them and accordingly, in the previous year,a gain of ` 24.06 Crore on the said slump sale had been recognised as an exceptional item and a net tax credit of` 40.70 Crore (including reversal of deferred tax credit) had been netted off with the tax expense.

The following statement shows the revenue and expenses of Carbon Black Business:` in Crores


Total Revenue — —

Total Expenses — —

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — —

Depreciation and Amortisation Expenses — —

Finance Cost — —

Profit Before Exceptional Item and Tax — —

Profit on Sale of Assets attributable to the Discontinued Operations — 24.06

Profit Before Tax from Discontinued Operations — 24.06

Tax Expenses of Discontinued Operations (Net of reversal of Deferred Taxliability on sale of assets attributable to Carbon Black Business ` Nil)(Previous Year: ` 77.58 Crore) — (40.70)

Profit for the Year — 64.76

The carrying amount of the total assets and liabilities transferred are as follows:

Total Assets — —

Total Liabilities — —

The net cash flows attributable to the Carbon Black Business are as follows:

Operating Activities — —

Investing Activities — —

Financing Activities — —

Net Cash Inflow/(Outflow) — —

NOTE: 40RETIREMENT BENEFITS

Disclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)

(a) The details of the Company’s Defined Benefit Plans in respect of Gratuity (funded by the Company):

General Description of the PlanThe Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteendays salary last drawn for each completed year of service. The same is payable on termination of service or retirement,whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Company’sscheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.

` in Crores


Amounts recognised in the Balance Sheet in respect of Gratuity

Present Value of the funded Defined Benefit Obligations at the end of the year 136.43 110.24

Fair Value of Plan Assets 135.05 110.55

Net (Asset)/Liability 1.38 (0.31)


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Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of GratuityCurrent Service Cost 8.91 9.49

Interest on Defined Benefit Obligations 9.21 8.55

Expected Return on Plan Assets (9.12) (9.28)

Net Actuarial (Gain)/Loss recognised during the year 12.30 2.79

Net Gratuity Cost 21.30 11.55

Actual Return on Plan Assets:Expected Return on Plan Assets 9.12 9.28

Actuarial Gain/(Loss) on Plan Assets 6.82 (3.79)

Actual Return on Plan Assets 15.94 5.49

Reconciliation of Present Value of the Obligation and theFair Value of the Plan Assets:

Change in Present Value of the Obligations:Opening Defined Benefit Obligations 110.24 114.81

Current Service Cost 8.91 9.49

Interest Cost 9.21 8.55

Actuarial (Gain)/Loss 19.12 (1.00)

Liabilities Settled on Divestment — (9.92)

Benefits Paid (11.05) (11.69)

Closing Defined Benefit Obligations 136.43 110.24

Change in Fair Value of the Plan Assets:Opening Fair Value of the Plan Assets 110.55 112.28

Expected Return on the Plan Assets 9.12 9.28

Actuarial Gain/(Loss) 6.82 (3.79)

Contributions by the Employer 19.61 14.39

Assets Distributed on Divestment — (9.92)


Closing Fair Value of the Plan Assets 135.05 110.55

Investment Details of the Plan AssetsGovernment of India Securities 27% 21%

Corporate Bonds 1% 1%

Insurer Managed Fund 51% 58%

Special Deposit Scheme 2% 3%

Others 19% 17%

Total 100% 100%

There are no amount included in the Fair Value of Plan Assets for:

i) Company’s own financial instrument

ii) Property occupied by or other assets used by the Company

` in Crores

Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March, 2015 2014 2013 2012 2011

Defined Benefit Obligation 136.43 110.24 114.81 101.01 92.43

Plan Assets 135.05 110.55 112.28 97.70 86.22

Surplus/(Deficit) (1.38) 0.31 (2.53) (3.31) (6.21)

Experience Adjustment on Plan Liabilities 9.53 8.33 3.84 3.01 6.62

Experience Adjustment on Plan Assets 6.82 (3.79) 3.18 (1.52) (0.08)

Expected rate of return on assets is based on the average Long-term rate of return expected on investments of the fundsduring the estimated term of the obligations.

` in Crores



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Principal Actuarial Assumptions at the Balance Sheet DateDiscount Rate 8.00% 8.90%

Estimated Rate of Return on the Plan Assets 8.50% 8.50%

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion andother relevant factors such as supply and demand in the employment market.

Estimated amount of contribution expected to be paid to the fund during the annual period being after the Balance Sheet dateis ` 10 Crore (Previous Year: ` 7 Crore).

(b) The details of the Company’s Defined Benefit Plans in respect of the Company owned Provident Fund Trust` in Crores


Contribution to Company-Owned Employees’ Provident Fund Trust 10.93 11.32(Excludes amount capitalised ` Nil Crore (Previous Year: ` 0.10 Crore))

The Guidance Note on implementing AS-15, ‘Employee Benefits (Revised 2005)’, issued by the ICAI states that ProvidentFunds set-up by employers, which requires interest shortfall to be met by the employer, needs to be treated as DefinedBenefit Plan. The Company set-up Provident Fund does not have existing deficit of Interest shortfall.

The actuary has accordingly provided for a valuation and based on the below provided assumptions there is no shortfall asat 31st March, 2015, and 31st March, 2014. As per the actuarial valuation report, the interest shortfall liability being “OtherLong-term Employee Benefits”, detailed disclosures are not required.

` in Crores


The details of the Plan Assets position as under:

Plan Assets at Fair Value 406.50 361.02

Liability Recognised in the Balance Sheet Nil Nil

Assumption used in determining the present value obligation of interestrate guarantee under the Deterministic Approach

Discount Rate for the term of the Obligations 7.90% 8.95%

Discount Rate for the remaining term of maturity of Investment Portfolio 7.87% 8.88%

Guaranteed Interest Rate 8.75% 8.75%

(c) The details of the Company’s Defined Benefit Plans in respect of Pension for (unfunded by the Company):

General Description of the PlanIn addition to contribution to the state managed pension plan, the Company provides pension to some employees, which isdiscretionary in the nature. The quantum of pension depends on the cadre of the employee at the time of retirement.

` in CroresAs at As at


Amounts recognised in the Balance Sheet in respect of Pension:Present Value of unfunded Defined Benefit Obligations at the end of the Year 6.62 6.27

Fair Value of Plan Assets — —

Net Liability/(Asset) 6.62 6.27Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of Pension:Interest on Defined Benefit Obligations 0.51 0.46

Net Actuarial (Gain)/Loss recognised during the Year 1.02 0.60

Net Pension Cost 1.53 1.06

Reconciliation of Present Value of the Obligations:Opening Defined Benefit Obligations 6.27 6.39

Interest Cost 0.51 0.46

Actuarial (Gain)/Loss 1.02 0.60


Closing Defined Benefit Obligations 6.62 6.27

Financial Assumptions at the Valuation DateDiscount Rate 8.00% 8.90%


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` in Crores

Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March, 2015 2014 2013 2012 2011

Defined Benefit Obligations 6.62 6.27 6.39 6.46 6.93

Experience adjustment on Plan Liabilities 0.75 0.90 0.37 0.13 0.05

` in Crores


(d) Defined Contribution Plans –

Amount recognised as an expense and included in the Note: 21 as“Contribution to Provident and Other Funds” 35.03 27.56

NOTE: 41

Disclosure under Employee Stock Options Scheme

(I) Under the Employee Stock Options Scheme-2006 (ESOS-2006), the Company has granted options to the eligibleemployees of the Company and its Subsidiaries. The details are as under:

Employee Stock Options Scheme:

Particulars Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - V

No. of Options * 163,280 166,093 17,174 11,952 3,370

Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value

Vesting Plan Graded Graded Graded Graded GradedVesting - 25% Vesting - 25% Vesting - 25% Vesting - 25% Vesting - 25%

every year every year every year every year every year

Exercise Period 5 Years from 5 Years from 5 Years from 5 Years from 5 Years fromthe date of the date of the date of the date of the date of

Vesting Vesting Vesting Vesting Vesting

Grant Date 23.08.2007 25.01.2008 20.08.2010 08.09.2010 07.06.2011

Grant/Exercise Price (` Per Share) 1,180.00 1,802.00 687.00 697.00 748.00

Repricing of the Option on20th August, 2010 687.00 687.00 — — —

Market Price on the date of Grant ofOption (` Per Share) 1,282.55 1,948.70 816.85 839.80 905.10

Market Price on the date of Repricingof Option (` Per Share) 816.85 816.85 — — —

Details of Activity in the Plan:

2014-15 2013-14

Particulars Options Range of Weighted- Options Range of Weighted-Exercise average Exercise averagePrice (`) Exercise Price (`) Exercise

Price (`) Price (`)

Options Outstanding at 116,235 687.00 to 689.80 168,841 687.00 to 688.93the beginning of the year 748.00 748.00

Granted during the year — — — — — —

Exercised during 52,221 687.00 to 687.97 51,766 687.00 687.00the year 697.00

Lapsed during the year 1,683 697.00 697.00 840 687.00 687.00

Options Outstanding at 62,331 687.00 to 691.14 116,235 687.00 to 689.80the end of the year 748.00 748.00

Options unvested at 843 — — 7,956 — —the end of the year

Options exercisable at 61,488 687.00 to 690.36 108,279 687.00 to 688.78the end of the year 748.00 748.00

* Includes 3,360 options granted to employees of Subsidiaries.


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The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly` (0.01) Crore {net of recovery of ` Nil from the subsidiaries} (Previous Year: ` 0.04 Crore net of recovery of ̀ Nil from thesubsidiaries) has been charged to the current year Statement of Profit and Loss.

For the option exercised during the period, the weighted-average share price at the exercise date was ` 1,494.92 pershare (Previous Year: ` 1,102.13).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is 1.65 years(Previous Year: 2.06 years).

Fair Valuation:The fair value of the options used to compute proforma net profit and earnings per share have been done by anindependent valuer on the date of grant using Black-Scholes Merton Formula. The key assumptions and the Fair Valueare as under:

Particulars On the Date of Grant

Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - V

Risk-Free Interest Rate (%) 7.78 7.78 8.09 8.09 8.09

Option Life (Years) 5 5 5 5 5

Expected Volatility 38.00 38.00 54.04 53.88 34.05

Expected Dividend Yield (%) 0.52 0.52 0.86 0.86 0.57

Weighted-average Fair Valueper Option (`) 591.53 825.67 471.44 486.82 443.49

Particulars On the Date of Re-pricing

Tranche - I Tranche - II

Risk-Free Interest Rate (%) 8.09 8.09

Option Life (Years) 5 5

Expected Volatility* 54.04 54.04

Expected Dividend Yield (%) 0.36 0.50

Weighted-average Fair Value per Option (`) 355.12 366.54

*Expected volatility of the Company’s stock price is based on NSE price data of last two years.

(II) Under the Employee Stock Options Scheme-2013 (ESOS-2013), the Company has granted Options and RestrictedStock Units (RSU’s) to the eligible employees of the Company. The details are as under:

(A) Stock Options:

Employees Stock Options Scheme:

Particulars Tranche - I Tranche - II Tranche - III

No. of Options 104,272 16,239 35,060

Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value

Vesting Plan Graded Graded GradedVesting - 25% Vesting - 25% Vesting - 25%

every year every year every year

Exercise Period 5 Years from 5 Years from 5 Years fromthe date of the date of the date of

Vesting Vesting Vesting

Grant Date 07.12.2013 29.01.2014 12.11.2014

Grant/Exercise Price(` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date ofGrant of Option (` Per Share) 1,239.80 1,053.85 1,726.95


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2014-15 2013-14


Price (`) Price (`)

Options Outstanding at the 120,511 1,053.85 to 1,214.74 — — —beginning of the year 1,239.80

Granted during the year 35,060 1,726.95 1,726.95 120,511 1,053.85 to 1,214.741,239.80

Exercised during the year — — — — — —

Lapsed during the year 56,916 1,239.80 1,239.80 — — —

Options Outstanding at the end of 98,655 1,053.85 to 1,382.32 120,511 1,053.85 to 1,214.74the year 1,726.95 1,239.80

Options unvested at the end of 86,096 — — 120,511 — —the year

Options exercisable at the end of 12,559 1,053.85 to 1,179.67 — — —the year 1,239.80

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.Accordingly ` Nil has been charged to the current year Statement of Profit and Loss (Prevous Year: ` Nil).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is 6.62years (Previous Year: 7.21 years).

Fair Valuation:The fair value of the options used to compute proforma net profit and earnings per share have been done by anindependent valuer on the date of grant using Black-Scholes Merton Formula. The key assumptions and the FairValue are as under:


Tranche - I Tranche - II Tranche - III

Risk-Free Interest Rate (%) 8.88 8.87 7.91

Option Life (Years) 5 5 5

Expected Volatility* 30.02 29.97 30.45

Expected Dividend Yield (%) 0.61 0.73 0.42

Weighted-average Fair Value per Option (`) 509.65 428.05 694.22

*Expected volatility of the Company’s stock price is based on NSE price data of last three years.

(B) Restricted Stock Units

Employees Stock Options Scheme:


No. of Options 101,731 9,567 12,630


Vesting Plan Bullet Vesting-end of Bullet Vesting-end of Bullet Vesting-end of 3 years from the 3 years from the 3 years from the

grant date grant date grant date

Exercise Period 5 Years from the 5 Years from the 5 Years from thedate of Vesting date of Vesting date of Vesting

Grant Date 07.12.2013 29.01.2014 12.11.2014

Grant/Exercise Price (` Per Share) 10.00 10.00 10.00

Market Price on the dateof Grant of Option (` Per Share) 1,239.80 1,053.85 1,726.95


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2014-15 2013-14


Price (`) Price (`)

Options Outstanding at the beginning 111,298 10.00 10.00 — — —of the year

Granted during the year 12,630 10.00 10.00 111,298 10.00 10.00


Lapsed during the year 18,887 10.00 10.00 — — —

Options Outstanding at the end 105,041 10.00 10.00 111,298 10.00 10.00of the year

Options unvested at the end of the year 105,041 — — 111,298 — —

Options exercisable at the end — — — — — — of the year

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly

` 3.77 Crore has been charged to the current year Statement of Profit and Loss (Previous Year: ` 1.45 Crore).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is

6.82 years (Previous Year: 7.71 years).

Fair Valuation:The fair value of the options used to compute proforma net profit and earnings per share have been done by an

independent valuer on the date of grant using Black-Scholes Merton Formula. The key assumptions and the Fair

Value are as under:




Option Life (Years) 5.50 5.50 5.50



Weighted-average Fair Value per Option (`) 1,195.33 1,008.87 1,684.01

*Expected volatility of the Company’s stock price is based on NSE price data of last three years.

(C) Stock Appreciations Rights:

Scheme:


No. of Options 91,239 14,199 30,678


Vesting Plan Graded Graded GradedVesting - 25% Vesting - 25% Vesting - 25%

every year every year every year

Exercise Period 3 Years from the date 3 Years from the date 3 Years from the dateof Vesting or 6 Years of Vesting or 6 Years of Vesting or 6 Years

from the date of grant, from the date of grant, from the date of grant,whichever is earlier whichever is earlier whichever is earlier

Grant Date 07.12.2013 29.01.2014 12.11.2014

Grant Price (` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date ofGrant of Option (` Per Share) 1,239.80 1,053.85 1,726.95


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2014-15 2013-14


Price (`) Price (`)

Options Outstanding at the beginning 105,438 1,053.85 to 1,214.74 — — —of the year 1,239.80

Granted during the year 30,678 1,726.95 1,726.95 105,438 1,053.85 to 1,214.741,239.80


Lapsed during the year 49,802 1,239.80 1,239.80 — — —

Options Outstanding at the end 86,314 1,053.85 to 1,382.35 105,438 1,053.85 to 1,214.74of the year 1,726.95 1,239.80

Options Unvested at the end of the year 75,324 — — 105,438 — —

Options Exercisable at the end 10,990 1,053.85 to 1,179.67 — — —of the year 1,239.80

The Stock Appreciation Right’s compensation cost is amortised on a straight-line basis over the total vesting period ofthe options. Accordingly ` 1.50 Crore (Previous Year: ` ß) has been charged to the current year Statement of Profitand Loss.

The weighted-average remaining contractual life for the Stock Appreciation Right’s outstanding as at 31st March,2015, is 4.35 years (Previous Year: 4.96 years).

Fair Valuation:The fair value of the options used to compute proforma net profit and earnings per share have been done by anindependent valuer using Black-Scholes Merton Formula. The key assumptions and the Fair Value are as under:

Particulars As at 31.03.2015



Option Life (Years) 2.60 2.73 3.50



Weighted-average Fair Value per Option (`) 676.44 812.61 508.39

* Expected volatility of the Company’s stock price is based on NSE price data of last three years.

The Company is following Intrinsic Value for Employee Stock Options Scheme valuation.

Had the compensation cost for the stock options granted under ESOS-2006 and 2013 been recognised based onfair value in accordance with Black-Scholes Merton Formula, the proforma amount of net profit and earnings pershare of the Company would have been as under:

` in Crores

Particulars 2014-15 2013-14

Net Profit 527.69 673.95

Add: Compensation Cost as per Intrinsic Value 5.26 1.49

Less: Compensation Cost as per Fair Value 7.85 3.27

Adjusted Net Income 525.10 672.17

Weighted-average Number of Basic Equity Shares Outstanding (In Nos.) 130,111,149 124,121,740

Weighted-average Number of Diluted Equity Shares Outstanding (In Nos.) 130,320,557 125,418,294

Face Value of the Equity Share (In `) 10 10

Reported Earnings Per Share (EPS)

- Basic EPS (`) 40.56 54.30

- Diluted EPS (`) 40.49 53.74

Proforma Earnings Per Share (EPS)

- Basic EPS (`) 40.36 54.15

- Diluted EPS (`) 40.29 53.59


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NOTE: 42LIST OF RELATED PARTIESPARTIES WHERE CONTROL EXISTSUBSIDIARIESAditya Birla Financial Services Limited (ABFSL) (formerly Aditya Birla Financial Services Private Limited)

Aditya Birla Capital Advisors Private Limited (ABCAPL)

Aditya Birla Customer Services Limited (ABCSL) (formerly Aditya Birla Customer Services Private Limited)

Aditya Birla Trustee Company Private Limited (ABTCPL)

Aditya Birla Money Limited (ABML)

Aditya Birla Commodities Broking Limited (ABCBL)

Aditya Birla Financial Shared Services Limited (ABFSSL)

Aditya Birla Finance Limited (ABFL)

Aditya Birla Securities Private Limited (ABSPL) (up to 10th September, 2014)

Aditya Birla Insurance Brokers Limited (ABIBL)

Birla Sun Life Asset Management Company Limited (BSAMC)

Birla Sun Life AMC (Mauritius) Ltd.

Aditya Birla Sun Life AMC Ltd., Dubai

Aditya Birla Sun Life AMC Pte. Ltd., Singapore

India Advantage Fund Ltd. (IAFL)

International Opportunities Fund SPC (IOF)

Birla Sun Life Trustee Company Private Limited (BSTPL)

Aditya Birla Housing Finance Ltd. (ABHFL) (formerly LIL Investment Limited)

Aditya Birla Money Mart Limited (ABMML)

Aditya Birla Money Insurance Advisory Services Limited (ABMIASL)

ABNL IT & ITES Limited (IT&ITES)

Aditya Birla Minacs BPO Private Limited (ABMBPL)

Aditya Birla Minacs Worldwide Limited (ABMWL) (up to 8th May, 2014)

Aditya Birla Minacs Philippines Inc. (ABMPI) (up to 8th May, 2014)

AV TransWorks Limited. (AVTL) (up to 8th May, 2014)

Aditya Birla Minacs Worldwide Inc. (ABMWI) (up to 8th May, 2014)

Aditya Birla Minacs BPO Limited (ABMBL) (up to 8th May, 2014)

Minacs Worldwide SA de CV (MWSC) (up to 8th May, 2014)

The Minacs Group (USA) Inc. (MGI) (up to 8th May, 2014)

Bureau of Collection Recovery, LLC (BCR) (up to 8th May, 2014)

Bureau of Collections Recovery (BCR) Inc. (up to 8th May, 2014)

Minacs Limited (ML) (up to 8th May, 2014)

Minacs Worldwide GmbH (MWGH) (up to 8th May, 2014)

Minacs Kft. (up to 8th May, 2014)

Aditya Vikram Global Trading House Limited (AVGTHL) (up to 29th September, 2014)

Birla Sun Life Insurance Company Limited (BSLICL)

Birla Sun Life Pension Management Limited (BSLPML) (w.e.f. 19th January, 2015)

ABNL Investment Limited (ABNL Inv)

Shaktiman Mega Food Park Private Limited (SMFP)

Madura Garments Lifestyle Retail Company Limited (MGLRCL)

Indigold Trade and Services Limited (ITSL)

Pantaloons Fashion & Retail Limited (PFRL)

OTHER RELATED PARTIESJOINT VENTURESIDEA Cellular Limited (IDEA)

ASSOCIATESBirla Securities Limited (BSL) (up to 14th November, 2014)

KEY MANAGEMENT PERSONNEL (KMP)Mr. Lalit Naik - Managing Director (Deputy Managing Director upto 30th June, 2014)

Mr. Sushil Agarwal - Whole-time Director

Dr. Rakesh Jain - Managing Director (Upto 30th June, 2014)

ENTERPRISES HAVING COMMON KEY MANAGEMENT PERSONNEL (KMP)Aditya Birla Science & Technology Company Private Limited (ABSTCPL) (Common KMP Mr. Lalit Naik) (w.e.f. 30th March, 2015)


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Disclosure in respect of Related Parties pursuant to Accounting Standard-18During the year, following transactions were carried out with the related parties in the ordinary course of business:

` in Crores

Transaction/Nature of Relationship Subsidiaries Joint Associates Key Enterprise Grand TotalVentures Management having

Personnel common KeyManagement

PersonnelPurchase of Goods

MGLRCL — — — — — —(0.03) — — — — (0.03)

PFRL 4.06 — — — — 4.06— — — — — —

TOTAL 4.06 — — — — 4.06(0.03) — — — — (0.03)

Information Technology CostABMWL 0.01 — — — — 0.01

(1.74) — — — — (1.74)

TOTAL 0.01 — — — — 0.01(1.74) — — — — (1.74)

Brokerage and DiscountsPFRL 1.16 — — — — 1.16

— — — — — —

TOTAL 1.16 — — — — 1.16— — — — — —

Advertisement and Sales Promotion ExpensesPFRL — — — — — —

(6.32) — — — — (6.32)

TOTAL — — — — — —(6.32) — — — — (6.32)

Other ExpensesBSLICL 0.93 — — — — 0.93

(0.59) — — — — (0.59)

IDEA — 3.01 — — — 3.01— (3.16) — — — (3.16)

TOTAL 0.93 3.01 — — — 3.94(0.59) (3.16) — — — (3.75)

Sales of GoodsPFRL 130.26 — — — — 130.26

(121.59) — — — — (121.59)

MGLRCL 136.52 — — — — 136.52(123.38) — — — — (123.38)

TOTAL 266.78 — — — — 266.78(244.97) — — — — (244.97)

Interest ReceivedABNL Inv 0.02 — — — — 0.02

(0.21) — — — — (0.21)

ABCSL 3.13 — — — — 3.13(0.34) — — — — (0.34)

ABMWL 5.72 — — — — 5.72(8.03) — — — — (8.03)

ABFL — — — — — —(0.05) — — — — (0.05)

MGLRCL 3.65 — — — — 3.65(0.65) — — — — (0.65)

PFRL — — — — — —(0.40) — — — — (0.40)

ITSL 2.45 — — — — 2.45(0.01) — — — — (0.01)

IT&ITES 0.07 — — — — 0.07(0.06) — — — — (0.06)


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ABMML 0.20 — — — — 0.20— — — — —

BSLI 0.02 — — — — 0.02— — — — — —

ABSTCPL — — — — 0.01 0.01— — — — — —

TOTAL 15.26 — — — 0.01 15.27(9.75) — — — — (9.75)

Dividend ReceivedBSLICL 51.80 — — — — 51.80

(87.45) — — — — (87.45)

IDEA — 33.50 — — — 33.50— (25.13) — — — (25.13)

TOTAL 51.80 33.50 — — — 85.30(87.45) (25.13) — — — (112.58)

Other IncomeMGLRCL 0.12 — — — — 0.12

(0.12) — — — — (0.12)

IDEA — — — — — —— (ß) — — — (ß)

TOTAL 0.12 — — — — 0.12(0.12) (ß) — — — (0.12)

Receipt against Reimbursement of Revenue/Capital ExpenditurePFRL 2.36 — — — — 2.36

(4.03) — — — — (4.03)

ABMWL — — — — — —(0.04) — — — — (0.04)

ABFL 0.06 — — — — 0.06(0.04) — — — — (0.04)

MGLRCL 0.12 — — — — 0.12(0.12) — — — — (0.12)

ABFSL 0.21 — — — — 0.21— — — — — —

ABNL Inv ß — — — — ß(0.01) — — — — (0.01)

IT&ITES — — — — — —(0.09) — — — — (0.09)

SMFP ß — — — — ß(ß) — — — — (ß)

TOTAL 2.75 — — — — 2.75(4.33) — — — — (4.33)

Payment for Reimbursement of ExpensesPFRL 0.47 — — — — 0.47

(4.72) — — — — (4.72)

ABFL 0.02 — — — — 0.02(0.03) — — — — (0.03)

TOTAL 0.49 — — — — 0.49(4.75) — — — — (4.75)

Purchase of Fixed Assets

MGLRCL — — — — — —(0.04) — — — — (0.04)

ABFL 0.04 — — — — 0.04— — — — — —

TOTAL 0.04 — — — — 0.04(0.04) — — — — (0.04)



Personnel

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Sale of Fixed AssetsABFL — — — — — —

(0.08) — — — — (0.08)

PFRL ß — — — — ß(0.38) — — — — (0.38)

TOTAL ß — — — — ß

(0.46) — — — — (0.46)Interest ExpensesBSLICL ß — — — — ß

(0.21) — — — — (0.21)

TOTAL ß — — — — ß(0.21) — — — — (0.21)

Managerial Remuneration Paid *Mr. Lalit Naik — — — 5.49 — 5.49

— — — (3.22) — (3.22)

Mr. Sushil Agarwal — — — 3.94 — 3.94— — — (2.27) — (2.27)

Dr. Rakesh Jain — — — 6.72 — 6.72— — — (6.88) — (6.88)

TOTAL — — — 16.15 — 16.15— — — (12.37) — (12.37)

Fresh Investments MadeITSL 61.55 — — — — 61.55

(1,112.58) — — — — (1,112.58)

ABFSL 681.11 — — — — 681.11(607.01) — — — — (607.01)

SMFP 0.42 — — — — 0.42— — — — — —

IT&ITES — — — — — —(454.65) — — — — (454.65)

TOTAL 743.08 — — — — 743.08(2,174.24) — — — — (2,174.24)

Sale of InvestmentsBSL — — 0.01 — — 0.01

— — — — — —

TOTAL — — 0.01 — — 0.01— — — — — —

Winding up of SubsidiaryAVGTHL 0.84 — — — — 0.84

— — — — — —

TOTAL 0.84 — — — — 0.84— — — — — —

Buy-Back of investmentsBSLI — — — — — —

(207.20) — — — — (207.20)

TOTAL — — — — — —(207.20) — — — — (207.20)

Conversion of 0.01% Compulsory Convertible Preference Shares into Equity SharesABFSL 400.00 — — — — 400.00

— — — — —

TOTAL 400.00 — — — — 400.00— — — — — —



Personnel

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Provision for Diminution in Value of Long-term InvestmentsSMFP 0.43 — — — — 0.43

— — — — — —

TOTAL 0.43 — — — — 0.43— — — — — —

Proceeds from Redemption of Preference SharesABMWL 33.75 — — — — 33.75

— — — — — —

TOTAL 33.75 — — — — 33.75— — — — — —

Proceeds from Redemption of Optionally Fully Convertible Debentures Purchased from OutsidersABMWL — — — — — —

(380.00) — — — — (380.00)

TOTAL — — — — — —(380.00) — — — — (380.00)

Redemption of Debentures Held ByBSLI — — — — — —

(25.00) — — — — (25.00)

TOTAL — — — — — —(25.00) — — — — (25.00)

Loans/Deposits Granted (including Inter-Corporate Deposits)ABNL Inv — — — — — —

(1.87) — — — — (1.87)

ABMWL 77.15 — — — — 77.15(544.75) — — — — (544.75)

ABFL — — — — — —(100.00) — — — — (100.00)

PFRL — — — — — —(89.98) — — — — (89.98)

MGLRCL 50.15 — — — — 50.15(15.35) — — — — (15.35)

ITSL 59.03 — — — — 59.03(2.04) — — — — (2.04)

ABCSL 28.79 — — — — 28.79(25.80) — — — — (25.80)

ABMIAS — — — — — —(3.24) — — — — (3.24)

IT&ITES 2.61 — — — — 2.61(1.38) — — — — (1.38)

ABMML 3.50 — — — — 3.50— — — — — —

TOTAL 221.23 — — — — 221.23(784.41) — — — — (784.41)

Advance GivenMr. Lalit Naik — — — 0.19 — 0.19

— — — — — —

TOTAL — — — 0.19 — 0.19— — — — — —

Loans Granted Received Back (including Inter-Corporate Deposits)ABNL Inv 1.00 — — — — 1.00

(3.77) — — — — (3.77)

ITSL 59.24 — — — — 59.24(1.82) — — — — (1.82)

ABMWL 556.90 — — — — 556.90(65.00) — — — — (65.00)



Personnel

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ABFL — — — — — —(100.00) — — — — (100.00)

PFRL — — — — — —(96.47) — — — — (96.47)

MGLRCL 32.95 — — — — 32.95(5.25) — — — — (5.25)

ABCSL 33.49 — — — — 33.49(21.00) — — — — (21.00)

IT&ITES 3.99 — — — — 3.99— — — — — —

ABMML 3.50 — — — — 3.50— — — — — —

TOTAL 691.07 — — — — 691.07(293.31) — — — — (293.31)

Guarantees Given During the YearMGI — — — — — —

(10.27) — — — — (10.27)

ITSL — — — — — —(125.00) — — — — (125.00)

TOTAL — — — — — —(135.27) — — — — (135.27)

Outstanding Balances as on 31st MarchLoans Granted Outstanding Balances 83.08 — — — 14.19 97.27

(552.92) — — — — (552.92)

Interest Accured on Loans Granted — — — — — —(1.77) — — — — (1.77)

Amounts Receivable 113.18 — — 0.19 — 113.37(77.13) — — — — (77.13)

Amounts Payable 0.04 0.24 — — — 0.28(0.17) (0.22) — — — (0.39)

Performance Guarantees Outstanding For — — — — — —(12.10) — — — — (12.10)

Corporate Guarantees Outstanding For 17.50 — — — — 17.50(705.53) — — — — (705.53)

Investments Outstanding 6,120.19 2,355.81 — — 2.40 8,478.40(5,393.18) (2,355.81) (0.01) — — (7,749.00)

– Figures in brackets represent corresponding amount of previous year.

– No amount in respect of the related parties have been written off/back or provided for during the year.

– Related party relationship have been identified by the management and relied upon by the auditors.

` in Crores

* Remuneration to Key Managerial Personnel Current Year Previous Year

Salary and Perquisites 14.63 10.87

ESOP and SAR 0.95 0.40

Contribution to Provident and Other Funds 0.57 1.10

16.15 12.37

– Expenses towards gratuity and leave encashment provisions are determined actuarially on an overall Company basis at theend of each year and, accordingly, have not been considered in the above information, except to the extent of amount paidto Dr. Rakesh Jain.



Personnel

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NOTE: 43

Disclosure in respect of Corporate Social Responsibility under Section 135 of the Companies Act, 2013, and Rules thereon

` in Crores

Nature of Expenses Amount

Revenue Expenses:

Contribution to Trust (Refer Note: 22) (Included in Miscellaneous Expenses) 4.47

Repairs and Maintenance (Refer Note: 22) 0.17

Salaries and Wages (Refer Note: 21) 0.39

Construction of Capital Assets under CSR Projects 4.58

Total 9.61

NOTE: 44

STATEMENT OF DERIVATIVES – OUTSTANDING AT THE BALANCE SHEET DATE

(a) Derivatives: Outstanding at the Balance Sheet Date

Amount in Foreign CurrencyNature of Contract Foreign Option As at As at Purpose

Currency 31st March, 2015 31st March, 2014

Currency and Interest Rate Swap USD Buy 103,666,667 126,000,000 Hedging of Loan

Currency and Interest Rate Swap JPY Buy 2,307,300,000 2,947,300,000 Hedging of Loan

Forward ContractsUSD

Buy 77,765,659 69,300,213Hedging Purpose

Sell 23,194,250 10,298,931

Forward ContractsEUR

Buy 15,427,036 10,318,734Hedging Purpose

Sell 3,524,110 6,453,514

Forward Contracts GBP Sell 1,577,166 1,224,394 Hedging Purpose

Forward Contracts JPY Sell 111,044,500 45,070,000 Hedging Purpose

Forward Contracts CNY Buy 4,063,500 — Hedging Purpose

Forward Contracts andUSD Buy 17,455,869 10,000,000 Hedging of Loan

Interest Rate Swap

(b) Foreign Currency Exposure which are not hedged

As at 31st March, 2015

Particulars Currency Foreign Currency ` in Crores

Trade Receivables USD 2,004,157 12.54EUR 323,186 2.18GBP 34,272 0.32

Loans and Advances USD 11,545 0.07EUR 19,848 0.13JPY 1,181,846 0.06

Trade Payables USD 6,750,974 42.25AUD 536,314 2.59EUR 243,712 1.65GBP 3,820 0.04

Other Current Liabilities USD 401,398 2.51EUR 10,986 0.07

As at 31st March, 2014

Particulars Currency Foreign Currency ` in Crores

Trade Receivables USD 3,796,483 22.82EUR 14,452 0.12GBP 778,195 7.77

Loans and Advances USD 26,730 0.16EUR 199 ß

Trade Payables USD 9,300,103 55.89EUR 1,607,656 13.28GBP 72,068 0.72JPY 779,300 0.05

Other Current Liabilities USD 72,014 0.44


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NOTE: 45

OTHER SIGNIFICANT NOTES

(i) The Company has presented segment information in its Consolidated Financial Statements, which are part of the sameannual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17) no disclosurerelated to the segment are presented in the Standalone Financial Statements.

(ii) The Company is one of the Promoter members of Aditya Birla Management Corporation Private Limited, a Company limitedby guarantee which has been formed to provide a common pool of facilities and resources to its members, with a view tooptimise the benefits of specialisation and minimize cost to each member. The Company’s share of expenses under thecommon pool has been accounted for under the appropriate head.

(iii) The Company has a process whereby periodically all long-term contracts are assessed for material foreseeable losses. Atthe year end, the Company has reviewed and ensured that adequate provision as required under any law/accounting standardsfor material foreseeable losses on such long-term contracts has been made in the books of account.

(iv) The Company’s pending litigations comprise of claims by or against the Company primarily by the workers/employees/customers/suppliers, etc., and proceedings pending with tax and other government authorities. The Company has reviewedits pending litigations and proceedings and has adequately provided for where Provisions are required and disclosed thecontingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of theseproceedings to have a materially adverse effect on its financial results. In respect of litigations, where the managementassessment of a financial outflow is probable, the Company has made adequate provision in the financial statements andappropriate disclosure for contingent liabilities is given in Note 25.

(v) ABNL IT & ITeS Limited, a wholly owned subsidiary of the Company, at its meeting of the Board of Directors, held on30th January, 2014, had approved the divestment of shares held by it in its IT-ITeS subsidiary, Aditya Birla Minacs WorldwideLimited, and had executed a Share Purchase Agreement with a group of investors led by Capital Square Partners and CXPartners subject to fulfilment of requisite consents and approvals.

All requisite consents and approvals which were part of closing conditions had been completed. With this divestment, AdityaBirla Minacs Worldwide Limited and its eleven subsidiaries ceased to be subsidiaries of Aditye Birla Nuvo Limited, with effectfrom 9th May, 2014.

(vi) The Board of Directors of Aditya Birla Nuvo Limited (the Company) at its meeting held on May 03, 2015, have considered andapproved a Composite Scheme of Arrangement between the Company, Madura Garments Lifestyle Retail Company Limited(MGLRCL) (100% subsidiary) and Pantaloons Fashion & Retail Limited (PFRL) (72.62% subsidiary) and their respectiveshareholders and creditors u/s Sections 391 to 394 of the Companies Act, 1956 [“Composite Scheme”].

Pursuant to the said scheme Madura Fashion, a branded apparel retailing division of the Company and Madura Lifestyle, aluxury branded apparel retailing division of MGLRCL will be demerged into PFRL. Shareholders to the Company will get 26new equity shares of PFRL for every 5 equity shares held in the Company pursuant to demerger of Madura Fashion. Shareholdersof MGLRCL will get 7 new equity shares of PFRL for every 500 equity shares held in MGLRCL. Preference shareholders ofMGLRCL will get 1 new equity share of PFRL. After the scheme of arrangement new holding of the Company (directly andthrough other subsidiaries) in PFRL would be 9.06%.

The Scheme is subject to the necessary statutory and regulatory approvals including approvals of the respective HighCourts, the Stock Exchanges, SEBI, the respective Shareholders and lenders/creditors of each of the companies involved inthe Composite Scheme. The appointed date of the Scheme will be 1st April, 2015, and expected to be consummated in next6 to 9 months.

(vii) Figures of ` 50,000 or less have been denoted by ‘ß’.

(viii) Previous Year’s figures have been regrouped/rearranged, wherever necessary.








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CONSOLIDATEDFINANCIAL STATEMENTS

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Aditya Birla Nuvo Limited - Annual Report 2014-2015INDEPENDENT AUDITORS’ REPORT ON THECONSOLIDATED FINANCIAL STATEMENTS

To the Members of Aditya Birla Nuvo Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Aditya Birla Nuvo Limited (hereinafter

referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred

to as “the Group”), its associate and jointly controlled entity, comprising of the consolidated Balance Sheet as at

March 31, 2015, the consolidated Statement of Profit and Loss, and consolidated Cash Flow Statement for the year

then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred

to as ‘the consolidated financial statements’).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements

in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated

financial position, consolidated financial performance and consolidated cash flows of the Group including its associate

and jointly controlled entity in accordance with 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. The respective Board of Directors of the companies included in the Group and of its associate and jointly

controlled entity are responsible for maintenance of adequate accounting records in accordance with the provisions

of the Act for safeguarding of the assets of the respective entities and for preventing and detecting frauds and other

irregularities; the selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial

control 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. These respective financial statements have been used

for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as

aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While

conducting the 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, issued by the Institute of Chartered

Accountants of India, as 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 disclosures in the

consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding

Company’s preparation of the consolidated 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 Holding 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 accounting

policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of

Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the

audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports

referred to in paragraph (a) of the Other Matters below, is sufficient and appropriate to provide a basis for our audit

opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated

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 consolidated state of affairs of the

Group, its associate and jointly controlled entity as at March 31, 2015, their consolidated profit and their consolidated

cash flows for the year ended on that date.

Emphasis of Matter

The auditors of Idea Cellular Limited (‘Idea’) a jointly controlled entity of the Company, without qualifying their

opinion on the consolidated financial statements of Idea have drawn attention to note no. 26(f) to the consolidated

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Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS’ REPORT ON THECONSOLIDATED FINANCIAL STATEMENTS

financial statements, that the Department of Telecommunication (‘DoT’) has issued demand notices dated January

8, 2013 towards one time spectrum charges for spectrum held by Idea beyond 6.2 Mhz for the period from July 1,

2008 to December 31, 2012 amounting to the Group’s share of ` 85.93 crore and beyond 4.4 Mhz for the period

from January 1, 2013 till the expiry of the license amounting to the Group’s share of ` 406.06 crore in the respective

telecom service areas. In the opinion of Idea, inter-alia, the above demand amounts to alteration of financial terms

of the licenses issued in the past. Idea therefore, filed a petition before the Hon’ble High Court of Bombay, which

directed DoT, not to take any coercive action until the matter is further heard.

The financial impact of the above mentioned matter is dependent upon the outcome of the petition filed by Idea in

the Hon’ble High Court of Bombay and therefore no effect for the one-time spectrum has been given in these

consolidated financial statements.

Our opinion is not modified in respect of this matter.

Other Matters

(a) The accompanying consolidated financial statements include total assets of ` 61,168.36 crore as at March 31,

2015, and total revenues of ` 17,844.63 crore and net cash outflows of ` 376.97 crore for the year ended on

that date, in respect of twenty five subsidiaries and one jointly controlled entity, which have been audited either

by one of us or by one of us jointly with others or by other auditors, whose financial statements, other financial

information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated

financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries

and jointly controlled entity, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so

far as it relates to the aforesaid subsidiaries and a jointly controlled entity, is based solely on the reports of such

other auditors.

(b) The accompanying consolidated financial statements also include consolidated revenues of ` 282.16 crore

and net cash inflows of ` 37.42 crore of subsidiaries disposed-off during the year, which has been reviewed by

other auditors, whose reviewed condensed financial statements and other reviewed financial information have

been furnished to us. Our opinion on the consolidated financial statements in so far as it relates to the amounts

and disclosures included in respect of this subsidiary is based solely on the review reports of such other

auditors.

(c) The auditors of Birla Sun Life Insurance Company Limited (‘BSLI’), a subsidiary company, have reported that

the actuarial valuation of liabilities of BSLI for policies in force is the responsibility of BSLI’s Appointed Actuary

(‘the appointed actuary’). The actuarial valuation of liabilities for policies in force has been duly certified by the

appointed actuary. The appointed actuary has certified to BSLI that the assumptions for such valuation are in

accordance with the guidelines and norms issued by the Insurance Regulatory and Development Authority

(‘IRDA’) and the Actuarial Society of India in concurrence with IRDA. BSLI auditors have relied on the appointed

actuary’s certificate in this regard for forming their opinion on financial statements of BSLI. Further, BSLI auditors

have relied on the certificate from the appointed actuary for current and non-current classification of policy

liabilities with respect to reliance on the work done and the report of other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements

below, is not modified in respect of the above matters.

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, based on the comments in the auditor’s report of

the Holding company, its subsidiaries, associate and jointly controlled entity incorporated in India, to whom the

Order applies, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

2. As required by section 143 (3) of the Act, we report, to the extent applicable, 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 purpose of our audit of the aforesaid consolidated financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid

consolidation of the financial statements have been kept so far as it appears from our examination of

those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow

Statement dealt with by this Report are in agreement with the books of account maintained for the purpose

of preparation of the consolidated financial statements;

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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Aditya Birla Nuvo Limited - Annual Report 2014-2015INDEPENDENT AUDITORS’ REPORT ON THECONSOLIDATED FINANCIAL STATEMENTS

(e) On the basis of the written representations received from the directors of the Holding Company as on

March 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the

auditors who are appointed under Section 139 of the Act, of its subsidiary companies, associate and

jointly controlled entity incorporated in India, none of the directors of the Group’s companies, its associate

and jointly controlled company incorporated in India is disqualified as on 31st March, 2015 from being

appointed as a director in terms of Section 164(2) of the Act.

(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 and based on the report of the auditors of its subsidiaries, associate and

jointly controlled entity:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated

financial position of the Group, its associate and jointly controlled entity – Refer Note 40(ii) to the

consolidated financial statements;

ii. Provision has been made in the consolidated financial statements, 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(i) to the consolidated financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education

and Protection Fund by the Holding Company, its subsidiaries, associate and jointly controlled entity

incorporated in India.


Khimji Kunverji & Co. S R B C & CO LLPChartered Accountants Chartered Accountants

ICAI Firm Registration Number: 105146W ICAI Firm Registration Number: 324982E


Membership Number: 2242 Membership Number: 36738

Mumbai Mumbai

Date: May 14, 2015 Date: May 14, 2015

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Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS’ REPORT ON THECONSOLIDATED FINANCIAL STATEMENTS

Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report ofeven date

With respect to Aditya Birla Nuvo Limited (‘Holding Company’) and its subsidiaries, joint controlled entity and associate

incorporated in India and to whom the provisions of the Order apply (‘Covered Entities’), we report as follows:

(i) (a) The Holding Company and the Covered Entities have maintained proper records showing full particulars,

including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management of the Holding Company and

Covered Entities during the year but there is a regular programme of verification which, in our opinion

and as reported by the auditors of the Covered Entities, is reasonable having regard to the size of the

Holding Company and the Covered Entities and the nature of their assets. No material discrepancies

were noticed on such verification.

(ii) (a) The management of the Holding Company and the Covered Entities have conducted physical verification

of inventory at reasonable intervals during the year other than inventory lying with third parties, where

certificates confirming stocks have been received in respect of substantial portion of stock held.

(b) The procedures of physical verification of inventory followed by the management of holding company

and respective covered entities are reasonable and adequate in relation to the size of the Holding

Company and the Covered Entities and the nature of their businesses.

(c) The Holding Company and the Covered Entities are maintaining proper records of inventory and no

material discrepancies were noticed on physical verification.

(iii) (a) The Holding Company and the Covered Entities have not granted any loan, secured or unsecured to

companies, firms or other parties covered in the register maintained under section 189 of the Companies

Act, 2013. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the

Holding Company and the Covered Entities and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us and as reported by the auditors

of Covered Entities, there are adequate internal control systems commensurate with the size of the Holding

Company and the Covered Entities and the nature of their businesses, for the purchase of inventory and fixed

assets and for the sale of goods and services. During the course of our audit and as reported by the auditors

of the Covered Entities, no major weakness or continuing failure to correct any major weakness in the internal

control system was observed in respect of these areas.

(v) The Holding Company and the Covered Entities have not accepted any deposits from the public.

(vi) We and auditors of the Covered Entities have broadly reviewed the books of account maintained by the

Holding Company and Covered Entities respectively, to the extent applicable and relevant, pursuant to the

rules made by the Central Government for the maintenance of cost records under Section 148(1) of the

Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been

made and maintained. The detailed examination of the same has not been made by us or such other auditors.

To the best of our knowledge and as explained and as reported by the auditors of certain other Covered

Entities, the Central Government has not specified the maintenance of cost records under clause 148(1) of the

Companies Act, 2013, for the products/services of these other Covered Entities.

(vii) (a) The Holding Company and the Covered Entities are generally regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax,

sales-tax, wealth-tax, service tax, cess and other material statutory dues as applicable to the respective

Covered Entities.

According to the information and explanations given to us, no undisputed amounts payable in respect of

provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs

duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year

end, for a period of more than six months from the date they became payable for the Holding Company

and the Covered Entities.

(b) According to the records of the Holding Company and as reported by auditors of certain Covered

Entities, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise

duty, value added tax and cess on account of any dispute, are as per annexure A.

(c) According to the information and explanations given to us and as reported by the auditor of Covered

Entities, the amount required to be transferred to investor education and protection fund in accordance

with the relevant provisions of the Companies Act, 1956 and rules made thereunder has been transferred

to such fund within time to the extent applicable to the Holding Company and Covered Entities.

(viii) There are no accumulated losses at the end of the financial year and no cash losses in the current and

immediately preceding financial year in respect of the Holding Company and certain Covered Entities that

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have been registered for a period of more than five years. In respect of certain other Covered Entities that

have been registered for a period of more than five years, the accumulated losses at the end of the financial

year are less than fifty per cent of their net worth and they have not incurred cash losses in the current and

immediately preceding financial year. However, based on the reports of the auditors of certain other Covered

Entities, the accumulated losses at the end of the financial year are more than fifty per cent of their net worth

and/or have incurred cash losses in the current and/or immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management and as

reported by the auditors of Covered Entities, the Holding Company and Covered Entities have not defaulted in

their repayment of dues to financial institutions, banks or debenture holders.

(x) According to the information and explanations given to us and based on the reports of auditors of Covered

Entities, the Holding Company and certain Covered Entities have given guarantee for loans taken by others

from banks and financial institutions, the terms and conditions whereof are not prima-facie prejudicial to the

interest of the Holding Company and such Covered Entities.

(xi) Based on the information and explanations given by the management and the reports of auditors of Covered

Entities, term loans obtained by the Holding Company and certain Covered Entities were applied for the

purpose for which loans were obtained, other than temporary deployment pending application.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the

consolidated financial statements and as per the information and explanations given by the management and

reports of auditors of Covered Entities, which we have relied upon, we report that no fraud on or by the Holding

Company and the Covered Entities has been noticed or reported during the year, except auditors of one of the

subsidiaries has reported that, during the year under audit, two borrowers of the subsidiary have defrauded

the subsidiary by submitting forged documents at the time of borrowing and consequently such loans amounting

to ` 7.95 crore have become doubtful of recovery and the same have been fully provided for by the subsidiary

and in case of the Holding Company, there was a case of employee misappropriation which was not material

and was appropriately dealt with by the management.


Khimji Kunverji & Co. S R B C & CO LLPChartered Accountants Chartered Accountants

ICAI Firm Registration Number: 105146W ICAI Firm Registration Number: 324982E


Membership Number: 2242 Membership Number: 36738

Mumbai Mumbai

Date: May 14, 2015 Date: May 14, 2015

INDEPENDENT AUDITORS’ REPORT ON THECONSOLIDATED FINANCIAL STATEMENTS

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Annexure A: Dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty,value added tax and cess on account of any dispute

Name of the statute Nature of the dues Period Forum where dispute Amountis pending (` in Crores)

AY 2001-02, 2007-08 to 2009-10 High Court 0.04

Ay 2000-1 to 2012-13 Income Tax Appellate Tribunal 732.73

Income Tax Act, 1961 Tax Demands AY 2001-02, 2008-09 to 2010-11 Commissioner (Appeals) 1,341.21to 2012-13

AY 2010-11 to 2012-13 Deputy Commissioner (Appeals) 0.24

1998-99, 2002-03 to 2009-10, High Court 41.622011-12 to 2012-13

Finance Act, 1994 Service tax including 2002-03 to 2011-12 Appellate Tribunal 17.19

(Service Tax) interest and penalty 2002-03, 2005-07, 2007-08 to Commissioner (Appeals) 62.372012-13

2004-05 to 2010-11 Commissioner 2.25

Employee Provident 2009-10 to 2011-12 Regional Provident Fund 1.40Funds & Miscellaneous Provident Fund CommissionerProvident Act, 1952

Karnataka Stamp Stamp Duty 2003-04 to 2007-08 Chief Revenue Controlling 0.91Act, 1957 Authority, Karnataka

1975-76 to 1976-77, 1986-87, High Court 0.39

Custom Duty incl.2001-02 & 2003-04

Customs Act, 1962interest and penalty

2003-04 to 2005-06, 2007-08, Appellate Tribunal 1.462009-10, 2013-14

2013-14 Commissioner (Appeals) 0.64

2008-09 to 2010-11, 2012-13 to Supreme Court 0.952013-14

1998-99 to 2000-01, 2003-04 to High Court 16.692011-12, 2013-14 & 2014-15

Entry Tax 2002-03 State Tax Tribunal 0.52

2007-08 to 2008-09, 2012-13 Deputy/Joint Commissioner 0.58(Appeals)

1998-99 to 2000-01, 2010-11 to Assessing Officer 1.552014-15

Sales Tax Act Sales Tax, Value Added 1999-00, 2002-03, 2004-05, High Court 29.34Tax, Central Sales Tax, 2010-11 & 2012-13 to 2014-15Trade Tax incl. Interest, 1997-98 to 2001-02, 2003-2014 State Tax Tribunal 2.46Non-submission of forms

1995-96 to 1997-98, 1999-00, Commissioner of Commercial 17.572001-02, 2002-03 to 2011-12 Taxes (Appeals)/Revisional Board

2005-06 to 2013-14 Additional/Joint Commissioner 0.43(Appeals)

1998-99, 2002-03, 2003-04, Assessing Officer 14.802005-06, 2006-07, 2008-09 to2014-15

1977-78, 1986-87 High Court 0.06

1985-86, 1991-92, 1995-96 to Appellate Tribunal 3.11Central Excise Excise Duty, Interest 1999-00, 2001-02, 2002-03,Act, 1944 and Penalty 2007-08

1994-95, 1996-97, 1997-98, Commissioner (Appeals) 1.242005-06 to 2011-12

1997-98 to 2000-01 Commissioner/Deputy 0.05Commissioner

1981-82 to 1998-99 Textile Committee Cess 0.63Textile Committee Act Textile cess Appellate Tribunal

1990-00 to 2004-05 Assessing authorities 0.65

Cess on generation of 2011-12 to 2014-15 Supreme Cort of India 1.72Gujarat Green Cess electricity throughAct, 2011 captive power generation

plants

INDEPENDENT AUDITORS’ REPORT ON THECONSOLIDATED FINANCIAL STATEMENTS

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Aditya Birla Nuvo Limited - Annual Report 2014-2015CONSOLIDATED BALANCE SHEETAS AT 31ST MARCH, 2015

` in Crores

As at As atNote No. 31st March, 2015 31st March, 2014

EQUITY AND LIABILITIES(A) Shareholders’ Funds

Share Capital 2A 130.14 130.18Reserves and Surplus 3 12,737.86 11,058.56

Equity Attributable to Owners of the Parent 12,868.00 11,188.74Minority Interest 801.83 778.12

Total Equity Sub-Total - (A) 13,669.83 11,966.86(B) Preference Shares issued by Subsidiary and

Joint Venture Companies 2B 3.20 0.49(C) Non-Current Liabilities

Long-term Borrowings 4A 15,036.59 11,895.61Deferred Tax Liabilities (Net) 5 549.02 552.23Other Long-term Liabilities 6A 473.47 562.09Long-term Provisions 7A 290.10 242.69Policyholders’ Fund 27,184.24 22,801.68Fund for Discontinued Policies 524.15 475.44Fund for Future Appropriations 10.42 18.49

Sub-Total - (C) 44,067.99 36,548.23(D) Current Liabilities

Short-term Borrowings 4B 6,420.87 6,534.25Trade Payables 3,079.56 3,090.98Other Current Liabilities 6B 6,872.82 4,285.88Short-term Provisions 7B 387.54 342.55Policyholders’ Fund 738.38 206.99Fund for Discontinued Policies 373.71 —Fund for Future Appropriations 8.06 54.84

Sub-Total - (D) 17,880.94 14,515.49TOTAL (A) + (B) + (C) + (D) 75,621.96 63,031.07

ASSETS(E) Non-Current Assets

Fixed AssetsTangible Assets 8A 7,125.39 7,642.57Intangible Assets 8B 7,388.66 7,123.55Capital Work-in-Progress 1,313.62 3,209.42Intangible Assets under Development 10.23 23.44

15,837.90 17,998.98Non-Current Investments

Investments of Life Insurance Business 9A 5,351.23 3,357.39Other Investments 10A 550.73 478.17

Assets Held to Cover Linked Liabilities of Life Insurance Business 11A 21,529.90 16,999.88Deferred Tax Assets (Net) 5 64.15 48.02Long-term Loans and Advances 12A 11,070.73 6,531.92Other Non-Current Assets 13A 26.92 43.95

Sub-Total - (E) 54,431.56 45,458.31(F) Current Assets

Current InvestmentsInvestments of Life Insurance Business 9B 332.21 772.54Other Investments 10B 3,607.58 663.48

Assets Held to Cover Linked Liabilities of Life Insurance Business 11B 2,934.10 3,634.55Inventories 14 1,742.51 1,542.22Trade Receivables 15 2,496.22 2,642.69Cash and Bank Balances 16 1,128.30 718.62Short-term Loans and Advances 12B 8,429.60 6,841.29Other Current Assets 13B 519.88 757.37

Sub-Total - (F) 21,190.40 17,572.76TOTAL (E) + (F) 75,621.96 63,031.07









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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CONSOLIDATED STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2015

}

` in Crores

Year Ended Year EndedNote No. 31st March, 2015 31st March, 2014

Revenue from Operations 17 26,696.09 26,110.05Less: Excise Duty (180.08) (218.55)

Net Revenue from Operations 26,516.01 25,891.50Other Income 18 407.95 340.21

Total Revenue 26,923.96 26,231.71

ExpensesCost of Materials Consumed 19 3,322.49 2,944.12Purchase of Stock-in-Trade 2,326.37 2,183.99Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (95.26) (226.68)Employee Benefits Expenses 21 2,420.88 3,895.38Benefits Paid (Life Insurance Business) 3,771.89 3,665.50Change in Valuation of Liability in respect ofLife Insurance Policies in Force 22 243.70 (343.08)Other Expenses 23 9,135.68 9,185.92

Total Expenses 21,125.75 21,305.15

Profit Before Depreciation/Amortisation,Interest and Tax (PBDIT) 5,798.21 4,926.56Depreciation and Amortisation Expenses 24 1,702.75 1,608.86Finance Cost 25 1,757.57 1,550.82

Profit Before Exceptional Item and Tax 2,337.89 1,766.88Exceptional Items 28 (13.33) 5.42

Profit Before Tax 2,324.56 1,772.30Tax Expenses

Current Tax 813.74 546.34MAT Credit (0.99) (34.76)Short/(Excess) Provision for Tax of Earlier Years (Net) (3.88) 1.94Deferred Tax 24.61 36.98

Profit for the Year 1,491.08 1,221.80

Profit for the Year Attriburable toOwners of Parent 1,415.50 1,142.88Minority Interest 75.58 78.92

Profit for the Year 1,491.08 1,221.80

Profit Before Tax from Continuing Operations 2,362.77 1,734.53Tax Expense of Continuing Operations 835.65 586.54

Profit from Continuing Operations (A) 1,527.12 1,147.99

Profit/(Loss) Before Tax from Ordinary Activities of Discontinued Operations (24.88) 13.71Profit/(Loss) Before Tax from Sale of Assets Attributable to Discontinued Operations (13.33) 24.06Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations (2.17) 4.66Tax Expense/(Credit) from Sale of Assets Attributable to Discontinued Operations — (40.70)

Profit from Discontinued Operations (B) 32 (36.04) 73.81Profit for the Year (A) + (B) 1,491.08 1,221.80

Basic Earnings Per Share (`) 108.79 92.08Diluted Earnings per Share (`) 29 108.62 91.12(Face Value of ` 10/- each)









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Aditya Birla Nuvo Limited - Annual Report 2014-2015CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2015

` in Crores


A CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 2,324.56 1,772.30Adjustments for:

Exceptional Items (Refer Note: 28) 13.33 (5.42)

Depreciation/Amortisation 1,702.75 1,608.86

Change in Valuation of Liabilities in respect oflife Policies 243.70 (343.08)

Provision/(Reversal) of Diminution in Value ofFertiliser Bonds (1.54) 0.63

Provision for Bad and Doubtful Debts &Advances and Bad Debts written off 104.15 101.07

Expense on Employee Stock Options Scheme 11.72 2.91

Expense on Employee Stock Appreciation Rights 1.12 0.49

Unrealised (Gain)/Loss on Foreign Exchange 15.36 13.34

Finance Cost 652.25 809.16

Interest Income (54.77) (70.29)

(Profit)/Loss on Fixed Assets Sold (10.67) (2.12)

(Profit)/Loss on Sale of Investments (146.02) (54.62)

Dividend Income (6.54) (15.76)

2,524.84 2,045.17

OPERATING PROFIT BEFORE WORKINGCAPITAL CHANGES 4,849.40 3,817.47Adjustments for:

Decrease/(Increase) in Trade Receivables (214.63) 167.22

Decrease/(Increase) in Loans and Advances (5,467.17) (4,063.01)

Decrease/(Increase) in Other Assets (49.02) (115.05)

Decrease/(Increase) in Inventories (201.62) (273.98)

Decrease/(Increase) in Investment ofLife Insurance Policyholders (122.30) 447.61

Increase/(Decrease) in Trade Payables 223.43 233.36

Increase/(Decrease) in Other Liabilities 275.76 268.22

Increase/(Decrease) in Provisions 91.55 (5,464.00) 83.06 (3,252.57)

CASH GENERATED FROM OPERATIONS (614.60) 564.90Income Taxes Refund/(Paid) (654.67) (529.37)

NET CASH FROM OPERATING ACTIVITIES (1,269.27) 35.53

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (1,900.28) (4,427.50)

Sale of Fixed Assets 31.07 34.59

Acquisition of Additional Shares/Investment inSubsidiary (Net of Cash and Cash Equivalents) (58.74) (291.41)

Sale of Unit/Subsidiaries(Net of Cash and Cash Equivalents) 347.95 314.72

Sale/(Purchase) of Current Investments (Net) (2,660.53) 1,599.76

Purchase of Long-term Investments (422.43) (105.36)

Sale of Long-term Investments — 75.00

Inter-Corporate Deposit - Given (36.00) —

Inter-Corporate Deposit - Received Back — 2.00

Interest Received 31.32 73.12

(Increase)/Decrease in Other Bank Deposits(Original Maturity more than three months) (26.95) 84.44

Dividend Received from Long-term investments 3.14 4.76

Dividend Received from Current Investments 3.40 11.00

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (4,688.05) (2,624.88)

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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2015

` in Crores


C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Shares

(including Securities Premium) 3.59 674.39

Share of Proceeds from Issue of Shares by JV 871.45 7.17

Share of Proceeds from Issue of Shares by Subsidiary 35.00 —

Redemption of Prefernce Shares (0.10) —

Repayment of Borrowings (2,221.23) (1,343.52)

Proceeds from Borrowings 8,439.70 4,202.59

Buy Back of Shares by Subsidiariesto Minority Shareholders — (72.80)

Dividend Paid by the Company (91.08) (78.16)

Dividend Paid by the Joint Venture Companyrelating to earlier years (2.59) —

Dividend Paid by Subsidiariesto Minority Shareholders (23.20) (33.00)

Corporate Dividend Tax Paid (52.27) (28.70)

Interest Paid (619.37) (766.47)

NET CASH (USED IN)/FROM FINANCING ACTIVITIES 6,339.90 2,561.50Foreign Exchange Difference on Translation ofForeign Currency Cash and Cash Equivalents — 0.61

NET INCREASE IN CASH AND CASH EQUIVALENTS 382.58 (27.24)

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 666.54 693.78

CASH AND CASH EQUIVALENTS (CLOSING BALANCE) 1,049.12 666.54

(Refer Note: 16)

For Significant Accounting Policies Refer Note: 1



For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL

ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI

Chartered Accountants Chartered Accountants B. R. GUPTA

G. P. GUPTA

S. C. BHARGAVA

Directors

SUSHIL AGARWAL

Whole-time Director & CFO

Per SHIVJI VIKAMSEY Per VIJAY MANIAR

Partner Partner ASHOK MALU

Membership No. 2242 Membership No. 36738 Joint President & Company Secretary


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Aditya Birla Nuvo Limited - Annual Report 2014-2015NOTES FORMING PART OFCONSOLIDATED FINANCIAL STATEMENTS

NOTE: 1

SIGNIFICANT ACCOUNTING POLICIES:

I. BASIS OF PREPARATION

The Consolidated Financial Statements (CFS) comprise the financial statement of Aditya Birla Nuvo Ltd. (“Company”) and

its Subsidiaries, Joint Ventures and Associate (hereinafter referred to as “Group Companies” and together as “Group”)

(Refer Annexure ‘A’ to Note – 1). The CFS of the Group have been prepared in accordance with generally accepted

accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis in compliance with all

material aspect of the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013, read together

with paragraph 7 of the Companies (Accounts) Rules, 2014, in case of Life Insurance Company guidelines issued by the

Insurance Regulatory and Development Authority (IRDA) and in case of Non-Banking Financial Companies (NBFCs) guidelines

issued by the Reserve Bank of India (RBI), as applicable to NBFC. The accounting policies adopted in the preparation of

financial statements are consistent with those of previous year, except for the change in accounting policy explained in

paragraph II below.

All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle, and other

criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the

acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its

operating cycle as upto twelve months for the purpose of current/non-current classification of assets and liabilities.

II. CHANGE IN ACCOUNTING POLICY

Till the year ended 31st March, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerning

depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to the Companies Act,

2013. Effective from 1st April, 2014, the Company has provided depreciation on fixed assets based on useful lives as

provided in Schedule II to the Companies Act, 2013 or as re-assessed by the Company. The management believes that

depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of fixed assets, though

these rates in certain cases are different from lives prescribed under Schedule II.

Further, on application of Schedule II to the Companies Act, 2013, the Company has changed the manner of depreciation

for its fixed assets. Now, the Company identifies and determines separate useful life for each major component of the fixed

asset, if they have useful life that is materially different from that of the remaining asset.

Based on transitional provision given in Schedule II to the Companies Act, 2013, the carrying value of assets whose useful

lives are already exhausted amounting to ` 28.40 Crore (net of deferred tax ` 6.44 Crore) has been charged to opening

balance of retained earnings. Had there been no change in useful lives of fixed assets, the charge to the Statement of Profit

and Loss would have been higher by ` 5.16 Crore.

III. USE OF ESTIMATES

The preparation of Consolidated Financial Statements in conformity with Indian GAAP requires the management to make

judgments, estimates and assumption that affect reported amounts of revenues, expenses, assets and liabilities and disclosure

of contingent liabilities, at the date of the financial statements and the results of operations during the reporting period end.

Although, these estimates are based on the management’s best knowledge of current events and actions, uncertainty

about these judgments, assumptions and estimates could result in the outcomes requiring a material adjustment to the

carrying amounts of assets or liabilities in future periods.

IV. PRINCIPLES OF CONSOLIDATION

The financial statements are prepared in accordance with the principles and procedures required for the preparation and

presentation of Consolidated Financial Statements as laid down under the Accounting Standard (AS)-21, “Consolidated

Financial Statements”. The Consolidated Financial Statements are prepared by applying uniform accounting policies in use

at the Group.

Investments in Associate Companies have been accounted under the equity method as per AS-23 – “Accounting for

Investments in Associates in Consolidated Financial Statements”.

Interests in Joint Ventures have been accounted by using the proportionate consolidation method as per AS-27 – “Financial

Reporting of Interests in Joint Ventures.”

The excess/deficit of cost to the Company of its investment over its portion of net worth in the consolidated entities at the

respective dates, on which the investment in such entities was made, is recognised in the CFS as Goodwill/Capital reserve.

Minority Interest in the net assets of Subsidiaries consists of:

i. The amount of equity attributable to the minorities at the date on which investment in Subsidiary is made.

ii. The minorities’ share of movements in equity since the date the parent–subsidiary relationship came into existence.

Entities acquired during the year have been consolidated from the respective dates of their acquisition.

List of companies included in Consolidation are mentioned in Annexure A.

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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OFCONSOLIDATED FINANCIAL STATEMENTS

V. TANGIBLE FIXED ASSETS AND DEPRICIATION

Tangible Fixed Assets are stated at cost, less accumulated depreciation and impairment loss, if any. Cost comprises the

purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Each part of an

item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated

separately. This applies mainly to components for machinery. When significant parts of fixed assets are required to be

replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them

accordingly. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation on Tangible Fixed Assets is provided on Straight Line Method using the rates arrived at based on the useful

lives as specified in the Schedule II to the Companies Act, 2013 or estimated by the management. The Group has used the

following useful life to provide depreciation on its fixed assets.

A: Assets where useful life is same as Schedule II

Assets Useful Life as Prescribed by Schedule II of theCompanies Act, 2013

Plant & Machinery:- Continuous Process Plant 25 Years

Buildings (other than factory buildings) RCC Frame Structure 60 Years

Factory Buildings 30 Years

Fences, Wells, Tube Wells 5 Years

Borewell (Pipes, Tubes and Other Fittings) 5 Years

Bridges, Culverts, Bunders, etc. 30 Years

Others (including temporary structure, etc.) 3 Years

Carpeted Roads - RCC 10 Years

Carpeted Roads - other than RCC 5 Years

Non-carpeted Roads 3 Years

General Laboratory Equipment 10 Years

Electrical Installations and Equipment (At Factory) 10 Years

Motors, Tractors, Harvesting Combines and Heavy Vehicles 8 Years

B: Assets where useful life differ from Schedule II

Assets Useful Life as Prescribed Estimated Useful Lifeby Schedule II to theCompanies Act, 2013

Plant & Machinery:

:- Other than Continuous Process Plant (Single Shift) 15 Years 15 Years and 20 Years

:- Other than Continuous Process Plant (Double Shift) Additional 50% depreciation

over single shift 20 Years

:- Other than Continuous Process Plant (Triple Shift) Additional 100% depreciation

over single shift 10 Years and 15 Years

Thermal/Gas/Combined Cycle Power Generation Plant 40 Years 25 Years

Buildings (other than factory buildings) other than RCC

Frame Structure 30 Years 60 Years

Office Electronic Equipment 5 Years 4 Years

Office Computers (end-user devices, desktop, laptops) 3 Years 3 to 5 Years

Servers 6 Years 3 to 5 Years

Vehicles 8-10 Years 4 to 5 Years

Electrically Operated Vehicles 8 Years 5 Years

Furniture & Fixtures and Other Office Equipment 10 Years 2 to 10 Years

Network Equipment (Including towers and shelters) 18 Years 7 to 20 Years

Optical Fibre 18 Years 15 Years

Useful life of assets different from prescribed in Schedule II has been estimated by the management supported by technical

assessment.

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C: Plant and Machinery

Separately identified Component of Plant and Machinery 2 to 25 Years

D: Assets at Showroom

Assets at showroom (Excluding Assets of Pantaloons format) 5 Years

E: Leasehold Assets

Leasehold Land Period of Lease

Leasehold Improvements Period of Lease

Fixed Assets, individually costing less than Rupees five thousand, are fully depreciated in the year of purchase.

Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-rata basis with reference

to the month of addition/disposal/discarding, and in the case of capitalisation of Greenfield/Brownfield project, depreciation

is charged from the date the project is ready to commence commercial production to the Statement of Profit and Loss.

Asset Retirement Obligation in Telecom Business are capitalised based on a constructive obligation as a result of past

events, when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the

amount can be made. Such costs are depreciated over the remaining useful life of the assets.

VI. INTANGIBLE ASSETS AND AMORTISATION

Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if

any. Intangible assets are amortised on a straight-line basis over their estimated useful lives.

Assets Estimate Useful Life

Brands/Trademarks 5 to10 years

Technical Know-how 7 years

Computer Software 2 to 6 years

Telecom Entry & Licence Fees and Bandwidth Over period of licence

Client Acquisition Cost 2 to 5 years

Investment Management Rights Over period of 10 years

Non-Compete Fees 3 years

Goodwill Not being amortised (Tested for Impairment)*

Goodwill on Consolidation Not being amortised (Tested for Impairment)

* Amortised by the subsidiaries before its acquisition by the Group.

VII. PRE-OPERATIVE EXPENDITURE

Expenditure during construction period incurred on projects, which are directly attributable to projects under implementation,

are treated as Pre-operative expenses, pending allocation to the assets, and are included under “Capital Work-in-Progress”.

These expenses are apportioned to fixed assets on commencement of commercial production.

VIII. IMPAIRMENT OF ASSETS

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on

internal/external factors. An asset is treated as impaired when the carrying cost of the assets exceeds its recoverable value.

An impairment loss, if any, is charged to the Statement of Profit and Loss in the year in which an asset is identified as

impaired. Reversal of impairment losses recognised in the prior years is recorded when there is an indication that the

impairment losses recognised for the assets no longer exist or have decreased.

IX. BORROWING COSTS

Borrowing Costs attributable to acquisition and construction of qualifying assets are capitalised as a part of the cost of such

assets up to the date when such assets are ready for its intended use.

Other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

X. TRANSLATION OF FOREIGN CURRENCY ITEMS

Transactions in foreign currency are recorded at the rate of exchange prevailing on the date of transaction. Foreign currency

monetary items are reported using closing rate of exchange at the end of the year. With respect to the exchange difference

arising on translation/settlement of long-term foreign currency items from 1st April, 2011, the Group has adopted following

policy:

(i) Foreign exchange difference on account of a depreciable asset is adjusted in the cost of the depreciable asset, which

would be depreciated over the balance life of the asset.

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(ii) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item Translation

Difference Account, and amortised over the balance period of such long-term asset/liability.

Exchange difference on restatement of all other monetary items is recognised in the Statement of Profit and Loss. Other

non-monetary items like fixed assets, investments in equity shares are carried in terms of historical cost using the exchange

rate at the date of transaction.

Translation of foreign subsidiary is done in accordance with AS-11 (Revised) – “The Effects of Changes in Foreign Exchange

Rates”. In the case of subsidiaries, the operation of which are considered as integral, the Balance Sheet items have been

translated at closing rate except share capital and fixed assets, which have been translated at the transaction date. The

income and expenditure items have been translated at the average rate for the year. Exchange Gain/(Loss) is recognised

in the Statement of Profit and Loss.

In case of subsidiaries, the operation of which are considered as non-integral, all assets and liabilities are converted at the

closing rate at the end of the year, and items of income and expenditure have been translated at the weighted-average

rates, where such rates approximate the exchange rate at the date of transaction. Exchange gain/(loss) arising on conversion

is recognised under Foreign Currency Translation Reserve.

XI. DERIVATIVE INSTRUMENTS

Premium/Discount in respect of forward foreign exchange contract to hedge an underlying recorded asset or liability is

recognised over the life of the contracts. Exchange differences on such contracts, except the contracts which are long-term

foreign currency monetary items, are recognised in the Statement of Profit and Loss in the year in which the exchange rate

changes. Profit/Loss on cancellation/renewal of forward exchange contract is recognised as income/expense for the year.

The Group enters into forward contracts to hedge the foreign currency risk of firm commitments and highly probable

forecast transactions and designates such forward contracts as cash flow hedge by applying the principles set out in the

Accounting Standard-30 – Financial Instruments: Recognition and Measurement. All such forward contracts are used as

risk management tools and not for speculative purposes.

For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts are

recognised in Hedging Reserve (net of taxes) under Reserves and Surplus, and reclassified into, i.e., recognised in, the

Statement of Profit and Loss in the period or periods during which the underlying hedged item assumed affects profit or

loss. The ineffective portion of the change in fair value of such instruments is recognised in the Statement of Profit and Loss

in the period in which they arise. If the hedging relationship ceases to be effective or it becomes probable that the expected

transaction will no longer occur the hedge accounting is discontinued, and the fair value changes arising from the forward

contracts are recognised in the Statement of Profit and Loss.

The Group uses the Derivative financial instruments such as forward contracts, currency swaps and interest rate swaps to

hedge risks associated with foreign currency fluctuations and interest rate. As per ICAI announcement regarding accounting

for derivative contracts, other than covered under AS-11 and foreign exchange contracts to hedge highly probable forecast

transactions and firm commitments described above, these are mark-to-market on the portfolio basis and net loss after

considering the offsetting effect on the underlying hedged item is charged to the income statement. Net gains are ignored.

XII. INVESTMENTS

Investments, which are readily realisable and intended to be held for not more than one year from the date on which such

investments are made, are classified as current investments. All other investments are classified as long-term investments.

Investments are recorded at cost on the date of purchase, which includes acquisition charges such as brokerage, stamp

duty, taxes, etc., but excludes pre-acquisition interest, i.e. (from the previous coupon date to the transaction settlement

date), if any, on purchase. If an investment is acquired in exchange of another asset, the acquisition is determined by

reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is

more clearly evident.

Current Investments are stated at lower of cost and net realisable value. Long-term investments are stated at cost after

deducting provisions made, if any, for other than temporary diminution in the value.

Investments of Life Insurance Business:

Investments are made in accordance with the Insurance Act, 1938, the Insurance Regulatory and Development Authority

(Investment) Regulations, 2000, the Insurance Regulatory and Development Authority (Investment) (Amendment) Regulations,

2001, and various other circulars/notifications issued by the IRDA in this context from time to time.

i. Debt Securities

a) Investments of Shareholders’ fund and non-linked fund of Policyholders:

All debt securities, including government securities, are considered as ‘held to maturity’ and stated at amortised

cost.

b) Policyholders’ linked funds:

All debt securities, including government securities, are valued using CRISIL Bond Valuer/CRISIL Gilt Prices, as

applicable.

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ii. Equity Shares

Listed equity shares are valued and stated at fair value, using the last quoted closing prices on the National Stock

Exchange (NSE), at the Balance Sheet date. If the equity shares are not traded on the NSE, then closing prices of the

Bombay Stock Exchange (BSE) is considered. Equity shares acquired through primary markets, and awaiting listing

are valued at their issue price. Unlisted equity shares are valued as per the valuation policy duly approved by its

Investment Committee.

iii. Mutual Funds

Mutual fund units are valued at previous day’s Net Asset Value.

XIII. INVENTORIES

Raw materials, components, stores and spares, and packing material are valued at lower of cost and net realisable value.

However, these items are considered to be realisable at cost if the finished products, in which they will be used, are

expected to be sold at or above cost.

Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realisable value. Finished goods

and work-in-progress include costs of conversion and other costs incurred in bringing the inventories to their present

location and condition.

Cost of inventories is computed on a weighted-average basis.

Proceeds in respect of sale of raw materials/stores are credited to the respective heads. Obsolete, defective and unserviceable

inventory is duly provided for.

Certified Emission Reductions (CERs) are valued at lower of cost and net realisable value. Cost includes consultant’s fee

and the cash payment made under the second levy to the concerned authorities for obtaining the credit of CERs.

XIV. GOVERNMENT GRANTS

Government Grants are recognised when there is a reasonable assurance that the same will be received and all attaching

conditions will be complied with. Revenue grants are recognised in the Statement of Profit and Loss. Capital grants relating

to specific Tangible/Intangible Assets are reduced from the gross value of the respective Tangible/Intangible Assets. Other

capital grants in the nature of promoter’s contribution are credited to capital reserve.

XV. REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and can be reliably

measured.

Revenue from sale of products are recognised when the significant risks and rewards of ownership of the goods have

passed to the buyer. Sales of goods are recorded net of trade discounts, rebates, Sales Tax, Value Added Tax and gross

of Excise Duty. Revenue from services are recognised as they are rendered based on agreements/arrangements with the

concerned parties and recognised net of Service Tax. In case of fixed price contracts revenue is recognised on percentage

of completion method and revenue from time and materials contract is recognised as the services are provided. Maintenance

income is accrued evenly over the period of contract.

Unbilled receivables, represent revenues recognised from the bill cycle date to the end of each month. These are billed in

subsequent periods as per the agreed terms.

Fertiliser price support under Group Concession and other Scheme of Government of India is recognised based on

management’s estimate taking into account known policy parameters and input price escalation/de-escalation.

Income from Certified Emission Reductions (CERs) is recognised on sale of CERs.

The property in merchandise of third party concession stores located within the main departmental store of the Group

passes to the Group once a customer decides to purchase an item from the concession store. The Group in turn sells the

item to the customer and is according included under retail sales.

Gift voucher sales are recognised when the vouchers are redeemed and goods are sold to the customer.

Interest Income is recognised on a time proportion basis taking into account the amount outstanding and applicable interest

rate except in case of NBFC business non-performing assets are recognised on receipt basis.

Dividend income on investments is accounted for when the right to receive the payment is established.

For Life Insurance Business, revenue is recognised as follows:

Premium is recognised as income when due from policyholders. For unit-linked businesses, premium income is recognised

when the associated units are created. Premium on lapsed policies is recognised as income when such policies are reinstated.

Premiums are net of Service Tax on risk premium collected, if any.

In case of Linked Business, Top-up premiums paid by policyholders is considered as single premium and are unitised as

prescribed by the regulations. This premium is recognised when the associated units are created.

Income from linked policies, which include asset management fees, policy administration charges, mortality charges and

other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of the policies and

recognised when due.

Accretion of discount and amortisation of premium relating to debt securities is recognised over the remaining maturity

period on a straight-line basis.

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The realised gain/loss on debt securities held for linked business and on sale of equity shares/mutual fund units is the

difference between the net sale consideration and weighted-average cost.

Reinsurance premium ceded is accounted for at the time of recognition of the premium income in accordance with the

terms and conditions of the relevant treaties with the reinsurers. Impact on account of subsequent revisions to or cancellations

of premium is recognised in the year in which they occur.

In case of Telecom Business, Recharge fees on recharge vouchers is recognised as revenue as and when the recharge

voucher is activated by the subscriber. Unbilled receivables, represent revenues recognised from the bill cycle date to the

end of each month. These are billed in the subsequent periods as per the terms of the billing plans. Revenue from passive

infrastructure is recognised on accrual basis (net of reimbursements) as per the contractual terms on straight-line method

over the contract period.

Income from Financial Services includes brokerage and fees on mutual fund units, bonds, fixed deposits, IPOs private

equity and other alternative products, and services which is recognised when due, on completion of transaction. Management

fees are recognised on accrual basis at specific rates, applied on the average daily net assets of each scheme. The fees

charged are in accordance with the terms of Scheme Information Documents of respective schemes and are in line with the

provisions of SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Advisory and portfolio management

fees are accounted on an accrual basis as per contractual terms with clients. Income on discounted instruments is recognised

over the tenure of the instrument on a straight-line basis. Stock and Commodity Brokerage Income is recognised on the

trade date of the transaction upon confirmation of the transactions by the exchanges. Trusteeship fee is recognised on an

accrual basis, in accordance with the terms of the Trust Deed.

XVI. BENEFITS PAID (INCLUDING CLAIMS)

In case of Life Insurance Business deaths and other claims are accounted for, when notified. Survival and maturity benefits

are accounted when due. Surrenders/Withdrawals under linked policies are accounted in the respective schemes when the

associated units are cancelled. Reinsurance recoverable thereon is accounted for in the same period as the related claim.

Repudiated claims disputed before judicial authorities are provided for based on the management prudence considering

the facts and evidences available in respect of such claims.

XVII. LICENCE FEES – REVENUE SHARE (TELECOM BUSINESS)

With effect from, 1st August, 1999, the variable Licence fee computed at prescribed rates of revenue share is being charged

to the Statement of Profit and Loss in the period in which the related revenue arises. Revenue for this purpose comprises

adjusted gross revenue as per the licence agreement of the licence area to which the licence pertains.

XVIII. SCHEME EXPENSES (ASSET MANAGEMENT BUSINESS)

Expenses relating to New Fund Offer are charged to the Statement of Profit and Loss. Expenses of schemes of Birla Sun Life

Mutual Fund in excess of the stipulated limits as per SEBI (Mutual Fund) Regulations, 1996, and expenses incurred directly

(inclusive of advertisement/brokerage of expenses) on behalf of the schemes of Birla Sun Life Mutual Fund are charged to

the Statement of Profit and Loss in the year in which they are incurred. Trail Commission paid for future period for Equity Link

Saving Schemes (ELSS), Fixed Tenure Schemes, Close-ended Schemes and Systematic Investment Plans (SIPs) in the

different schemes during the year are treated as prepaid expenses, and such brokerage and commission are expensed

out over three years in case of ELSS or duration of closed schemes or over the duration of the SIP. Any other brokerage/

commission is expensed in the year in which they are incurred. Brokerage paid in advance in respect of Portfolio Management

Business is amortised over the contractual period.

XIX. DISTRIBUTION COSTS (PRIVATE EQUITY FUND)

Distribution costs incurred by the Group in respect of Private Equity - Fund I and the Aditya Birla Private – Sunrise Fund,

have been accrued over the Commitment Period and the extended Commitment Period of the Fund I and the Sunrise Fund,

respectively, as defined in the Fund’s Private Placement Memorandum.

XX. FUND FOR FUTURE APPROPRIATION AND FUND FOR DISCONTINUED POLICIES (LIFE INSURANCE BUSINESS)

Amounts estimated by the Appointed Actuary as Funds for Future Appropriation in respect of lapsed Unit Linked Policies

are set-aside in the Balance Sheet, and are not available for distribution to shareholders until expiry of the revival period.

Premium Discontinuance Fund represents the fund value of all policies which are issued and discontinued after July 2010

and are set-aside in the Balance Sheet as per requirement of relevant regulations.

XXI. RETIREMENT AND OTHER EMPLOYEE BENEFITS

a) Defined Contribution Plan

The Group makes defined contribution to Government Employee Provident Fund, Government Employee Pension

Fund, Employee Deposit Linked Insurance, ESI and Superannuation Scheme which are recognised in the Statement of

Profit and Loss on accrual basis.

b) Defined Benefit Plan

The Group’s liabilities under Payment of Gratuity Act, long-term compensated absences and pension are determined

on the basis of actuarial valuation made at the end of each financial year using the projected unit credit method except

for short-term compensated absences which are provided for based on estimates. Actuarial gains and losses are

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recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the

present value of estimated future cash flows using a discounted rate that is determined by reference to market yields

at the Balance Sheet date on Government bonds where the terms of the Government bonds are consistent with the

estimated terms of the defined benefit obligation.

In respect of certain employees, Provident Fund contributions are made to a Trust administered by the Group. The

interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared by the

Central Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and shortfall, if

any, shall be made good by the Group. The Group’s liability is actuarially determined (using the Projected Unit Credit

Method) at the end of the year, and any shortfall in the Fund size maintained by the Trust set up by the Group is

additionally provided for. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which

they arise.

c) Long-term Incentive Plan

Provision for long-term incentive plan for different cadre of employees is based on the estimated future liability of

long-term plan and same is assessed on yearly basis.

XXII. EMPLOYEE STOCK OPTIONS

The stock options and stock appreciation rights (SAR) granted are accounted for as per the accounting treatment prescribed

by Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014, issued by Securities and

Exchange Board of India and the Guidance Note on Accounting for Employee Share-based Payments, issued by the ICAI,

whereby the intrinsic value of the option is recognised as employee compensation. The employee compensation is charged

to the Statement of Profit and Loss on the straight-line basis over the vesting period of the option.

In respect of re-pricing of existing stock options, the incremental intrinsic value of the options is accounted as employee

cost over the remaining vesting period.

In case of forfeiture stock option which is not vested, amortised portion is reversed by credit to employee compensation

expense. In a situation where the stock option expires unexercised, the related balance standing to the credit of the employees

Stock Options Outstanding Account are transferred to the General Reserve.

XXIII. TAXATION

Tax expense comprises of current and deferred tax.

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in accordance

with the Income-tax Act, 1961, and tax laws prevailing in the respective tax jurisdictions the Group operates.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised

amounts, and there is an intention to settle the asset and the liability on a net basis.

The deferred tax for timing differences between the book and tax profits for the year is accounted for, using the tax rates and

laws that have been substantively enacted as of the Balance Sheet date. Deferred tax assets arising from timing differences

are recognised to the extent there is reasonable certainty that these would be realised in future.

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Group writes down the carrying

amount of a deferred tax asset to the extent that it is no longer reasonably certain that sufficient future taxable income will be

available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes

reasonably certain that sufficient future taxable income will be available.

In case of unabsorbed losses and unabsorbed depreciation, deferred tax assets thereon are recognised only if there is

virtual certainty supported by convincing evidence that they can be realised against future taxable profit. At each Balance

Sheet date the Group reassesses unrecognised deferred tax assets.

Minimum Alternatives Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence

that the companies in the Group will pay normal Income Tax during the specified period. In the year, in which the MAT credit

becomes eligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Note

issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of

Profit and Loss and shown as MAT Credit Entitlement. The companies in the Group review the same at each Balance Sheet

date and write down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to

the effect that Group will pay normal Income Tax during the specified period.

XXIV. RESEARCH AND DEVELOPMENT

Revenue expenditure on research is expensed under the respective heads of the account in the period in which it is

incurred.

Development expenditure is capitalised as an asset if the following conditions can be demonstrated:

a) The technical feasibility of completing the asset so that it can be made available for use or sell.

b) The Group has the intention to complete the asset and use or sell it.

c) The Group has the ability to sell the asset.

d) The future economic benefits are probable.

e) The Group has the ability to measure the expenditure attributable to the asset during its development reliably.

Other development costs which do not meet the above criteria are expensed out during the period in which they are

incurred.

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XXV. OPERATING LEASES

i. As a Lessee:

Leases, where significant portion of risk and reward of ownership are retained by the Lessors, are classified as OperatingLeases, and lease rentals thereon are charged to the Statement of Profit and Loss on a straight-line basis over thelease term.

ii. As a Lessor:

The Group has leased certain tangible assets and such leases, where the Group has substantially retained all the risksand rewards of ownership are classified as operating leases.

Lease income is recognised in the Statement of Profit and Loss on a straight-line basis over lease term. Initial directcosts are recognised in the Statement of Profit and Loss.

XXVI. FINANCE LEASE

As a Lessee:

Leases, where substantially all the risks and benefits incidental to ownership of the leased item are transferred to theLessee, are classified as finance lease. The Group has capitalised the leased item at lower of fair value and present valueof the minimum lease payments at the inception of the lease and disclosed as leased assets. Such assets are amortisedover the period of lease or estimated life of such asset, whichever is less.

Lease payments are apportioned between the finance charges and reduction of the lease liability based on implicit rate ofreturn. Finance charges are charged directly against income. Lease management fees, lease charges and other initialdirect costs are capitalised.

XXVII. CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents for the purpose of Cash Flow Statement comprise cash in hand and cash at bank includingfixed deposit with original maturity period of three months or less and short-term highly liquid investments with an originalmaturity of three months or less.

XXVIII.SEGMENT REPORTING

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for theGroup.

The Group’s operating businesses are organised and managed separately according to the nature of products and servicesprovided, with each segment representing a strategic business unit that offers different products and serves differentmarkets. The analysis of geographical segments is based on the areas in which major operating divisions of the Groupoperate.

Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segmentswhich is primarily market based.

Unallocated items include general corporate income and expense items, which are not allocated to any business segment.

XXIX. CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of anon-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income orexpenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activitiesof the Group are segregated.

XXX. EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders (afterdeducting preference dividends and attributable taxes) by the weighted-average number of equity shares outstandingduring the period. The weighted-average number of equity shares outstanding during the period and for all periods presentedis adjusted for events such as bonus issue; bonus element in a rights issue to the existing shareholders; share split; and

reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without acorresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders

and the weighted-average number of shares outstanding during the period are adjusted for the effects of all dilutive potentialequity shares.

XXXI. CONTINGENT LIABILITIES AND PROVISIONS

Contingent Liabilities are possible but not probable obligation as on the Balance Sheet date, based on the available evidence.

Provisions are recognised when there is a present obligation as a result of past event and it is probable that an outflow ofresources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Provisions are not discounted to its present value and are determined based on the best estimate required to settle theobligation at the Balance Sheet date.

In case of NBFC Business, Non-performing loans are written off/provided for, as per management estimates, subject to theminimum provision required as per the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions, 2007. The General Provision @0.25% on Standard Assets is made as per the RBI Circularissued in January 2011.

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Annexure ‘A’ to Note – 1 “Significant Accounting Policies”

Country of Proportion of Proportion ofIncorporation Ownership Ownership

Interest as on Interest as on31st March, 2015 31st March, 2014

SUBSIDIARIES

Aditya Birla Financial Services Limited

(Formerly known as Aditya Birla Financial Services Private Limited) (ABFSL) India 100.00% 100.00%

Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Customer Services Limited (ABCSL) (Formerly known as

Aditya Birla Customer Services Private Limited) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Money Limited (ABML) (Subsidiary of ABFSL) India 75.00% 75.00%

Aditya Birla Commodities Broking Limited (ABCBL) (100% Subsidiary of ABML) India 75.00% 75.00%

Aditya Birla Financial Shared Services Limited (ABFSSL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Finance Limited (ABFL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFL)

(ceased to be subsidiary w.e.f. 10th September, 2014) India — 100.00%

Aditya Birla Insurance Brokers Limited (ABIBL) (Subsidiary of ABFSL) India 50.01% 50.01%

Aditya Birla Money Mart Limited (ABMML) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Money Insurance Advisory Services Limited (Subsidiary of ABMML) India 100.00% 100.00%

Birla Sun Life Asset Management Company Limited (BSAMC) (Subsidiary of ABFSL) India 51.00% 51.00%

Birla Sun Life AMC (Mauritius) Ltd. (100% Subsidiary of BSAMC) Mauritius 51.00% 51.00%

Aditya Birla Sun Life AMC Ltd., Dubai (100% Subsidiary of BSAMC) Dubai 51.00% 51.00%

Aditya Birla Sun Life AMC Pte. Ltd., Singapore (ABSLAMC) (100% Subsidiary of BSAMC) Singapore 51.00% 51.00%

India Advantage Fund Limited* (Subsidiary of BSAMC) Mauritius 51.00% 51.00%

International Opportunities Fund SPC(IOF)** (Subsidiary of ABSLAMC) Cayman Islands 51.00% 51.00%

Birla Sun Life Trustee Company Private Limited (BSTPL) (Subsidiary of ABFSL) India 50.85% 50.85%

Aditya Birla Housing Finance Limited (Subsidiary of ABFSL) India 100.00% 100.00%

ABNL IT & ITES Ltd. (ABNLIT) India 100.00% 100.00%

Aditya Birla Minacs Worldwide Limited (ABMWL) (Subsidiary of ABNLIT)

(ceased to be subsidiary w.e.f. 9th May, 2014) India — 99.85%

Aditya Birla Minacs Philippines Inc. (ABMPI) (100% Subsidiary of ABMWL)

(ceased to be subsidiary w.e.f. 9th May, 2014) Philippines — 99.85%

AV TransWorks Limited (AVTL) (100% Subsidiary of ABMWL)

(ceased to be subsidiary w.e.f. 9th May, 2014). Canada — 99.85%

Aditya Birla Minacs Worldwide Inc. (ABMWI) (100% Subsidiary of AVTL)

(ceased to be subsidiary w.e.f. 9th May, 2014) Canada — 99.85%

Aditya Birla Minacs BPO Ltd. (ABMBL) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) UK — 99.85%

Aditya Birla Minacs BPO Private Limited (ABMBPL)

(Subsidiary of ABNLIT w.e.f. 24th January, 2014, earlier subsidiary of ABMWL) India 100% 100%

Minacs Worldwide SA de CV (MWSC) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) Mexico — 99.85%

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Country of Proportion of Proportion ofIncorporation Ownership Ownership

Interest as on Interest as on31st March, 2015 31st March, 2014

NOTES FORMING PART OFCONSOLIDATED FINANCIAL STATEMENTS

The Minacs Group (USA) Inc. (MGI) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) USA — 99.85%

Bureau of Collection Recovery, LLC (BCR) (100% Subsidiary of MGI)

(ceased to be subsidiary w.e.f. 9th May, 2014) USA — 99.85%

Bureau of Collections Recovery (BCR) Inc.

(Subsidiary of ABMWI upto 20th February, 2014) Canada — —

Minacs Limited (ML) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) UK — 99.85%

Minacs Worldwide GmbH (MWGH) (100% Subsidiary of ML)

(ceased to be subsidiary w.e.f. 9th May, 2014) Germany — 99.85%

Minacs Kft. (100% Subsidiary of MWGH)

(ceased to be subsidiary w.e.f. 9th May, 2014) Hungary — 99.85%

Aditya Vikram Global Trading House Limited (AVGTHL)

(ceased to be subsidiary w.e.f. 29th September, 2014) Mauritius — 100.00%

Birla Sun Life Insurance Company Limited (BSLICL) India 74.00% 74.00%

Birla Sun Life Pension Management Limited (Subsidiary of BSLICL) (BSLPML) India 74.00% —

ABNL Investment Limited (ABNL Inv) India 100.00% 100.00%

Shaktiman Mega Food Park Private Limited (SMFP)

(Ownership interest upto 15th January, 2015, 94.00%) India 100.00% 94.00%

Madura Garments Lifestyle Retail Company Limited (MGLRCL) India 100.00% 100.00%

Indigold Trade and Services Limited (ITSL) India 100.00% 100.00%

Pantaloons Fashions & Retail Limited (PFRL) (Subsidiary of ITSL)

(Ownership interest upto 29th September, 2014, 67.95%) India 72.62% 67.95%

JOINT VENTURES

IDEA Cellular Limited (IDEA) India 23.28% 25.23%

ASSOCIATES

Birla Securities Limited (BSL)

(ceased to be an associate w.e.f. 15th November, 2014) India — 50.00%

* India Advantage Fund Limited (IAFL), wholly owned Subsidiary of Birla Sun Life Asset Management Company Limited, is a

collective investment scheme set-up as a fund in Mauritius with the status of a limited company under the Mauritius Companies

Act. In terms of constitution and private placement memorandum, IAFL has classes of redeemable participating shares. Each

class of participating shares has its own Balance Sheet and Statement of Profit and Loss. The Profit/Loss of each such class

belongs to the participating shareholders of that class. Birla Sun Life Asset Management Company Limited (BSAMC) owns

100% of the management share, and management shareholder is not entitled to any beneficial interest in the profit/loss of

various classes nor is required to make good any shortfall. In substance, there are no direct or indirect economic benefits

received by the management shareholders. The substance over form must prevail. Accordingly, the Group has not consolidated

IAFL in the Consolidated Financial Statements.

** Aditya Birla Sun Life AMC Pte Limited, Singapore, has made investment in International Opportunities Fund. International

Opportunities Fund SPC(IOF) is segregated portfolio company set up as a fund in Cayman Islands under the Cayman Islands

Monetary Act. In terms of constitution and private placement memorandum, IOF has various segregated portfolio which issues

redeemable participating shares. Each Segregated Portfolio of participating shares has its own Balance Sheet and Profit and

Loss Account. The Profit/Loss of each such Portfolio belongs to the participating shareholders of that segregated portfolio.

Aditya Birla Sun Life Asset Management Pte. Limited (ABSLAMC) owns 100% of the management share, and management

shareholder is not entitled to any beneficial interest in the profit/loss of various segregated portfolios nor is required to make

good any shortfall. In substance there are no direct or indirect economic benefits received by the management shareholders.

The substance over form must prevail. Accordingly, the Group has not consolidated IOF in the Consolidated Financial Statement.

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` in Crores

As at As atNOTE: 2A Numbers 31st March, 2015 31st March, 2014SHARE CAPITALAuthorised:Equity Shares of ` 10/- each 175,000,000 175.00 175.00

(175,000,000)Redeemable Preference Shares of ` 100/- each 500,000 5.00 5.00

(500,000)

180.00 180.00

Issued:EQUITY SHARE CAPITALEquity Shares of ` 10/- each 130,279,180 130.28 130.13

(130,126,295)

130.28 130.13

Subscribed and Paid-up:EQUITY SHARE CAPITALEquity Shares of ` 10/- each, fully paid-up 130,137,193 130.14 130.08

(130,084,972)

130.14 130.08Issued, Subscribed and Paid-up:PREFERENCE SHARE CAPITAL6% Redeemable Cumulative Preference Shares of` 100/- each, fully paid-up — — 0.10

(10,000)

— 0.10

130.14 130.18

1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period

Sr. Description As at 31st March, 2015 As at 31st March, 2014No. Equity Preference Equity Preference

Shares Shares Shares Shares

1. No. of Shares Outstanding at the beginning ofthe period 130,084,972 10,000 120,213,187 10,000

2. Allotment of Rights Shares kept in abeyanceon various dates — — 19 —

3. Allotment of Shares on exercise of option by

employee under ESOS-2006 52,221 — 51,766 —

4. Conversion of Warrants into Equity Shares bythe Promoter Group — — 9,820,000 —

5. Redemption of Preference Shares — 10,000 — —

6. No. of Shares Outstanding at the end ofthe period 130,137,193 — 130,084,972 10,000

2) Term/Right Attached to Equity Shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is

entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the

Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the

Company, after distribution to all preferential holders. The distribution will be in proportion to the number of the equity shares

held by the shareholders.

The Board of Directors has recommended Equity Dividend of ̀ 7.00 per share for the year ended 31st March, 2015 (Previous

Year: ` 7.00 per share). The total amount of dividend proposed to be distributed to Equity Shareholders would be ` 91.10

Crore (Previous Years: ` 91.06 Crore).

3) During the year, 10,000- 6% Redeemable Cumulative Preference Shares of ̀ 100/- each of the Company have been redeemed

out of the profits of the Company, on 29th September, 2014. These Preference Shares carry cumulative dividend @6% p.a.

An Interim dividend of ` ß has been declared and paid on these preference shares on pro-rata basis.


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4) The Company does not have any holding company.

5) Shares in the Company held by each shareholder holding more than 5 per cent shares and the number of shares held

are as under:

i) Equity Shares

Sr. Name of Shareholder As at 31st March, 2015 As at 31st March, 2014

No. No. of % of Total No. of % of TotalShares Held Paid-up Equity Shares Held Paid-up Equity

Share Capital Share Capital

1. IGH Holdings Private Limited 16,352,102 12.57% 16,352,102 12.57%

2. TGS Investment and Trade Private Limited 13,506,736 10.38% 13,506,736 10.38%

3. Umang Commercial Company Limited 12,494,765 9.60% 12,494,765 9.60%

4. Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.24%

5. Hindalco Industries Limited 8,650,412 6.65% 8,650,412 6.65%

6. Life Insurance Corporation of India 7,276,236 5.59% 7,759,191 5.96%

ii) Preference Shares

Sr. Name of Shareholder As at 31st March, 2015 As at 31st March, 2014

No. No. of % of Total No. of % of TotalShares Held Paid-up Shares Held Paid-up

Preference PreferenceShare Capital Share Capital

1. Naman Finance and Investment Private Limited — — 5,000 50.00%

2. Infocyber (India) Private Limited — — 5,000 50.00%

6) Share reserved for issue under options and contracts, including the terms and amounts:

For details of Shares reserved for issue under the Employee Stock Option Plan ( ESOP) of the Group refer Note: 34.

7) There are no Equity and Preference Shares issued as fully paid-up pursuant to any contract in consideration of other than cash

or bought back during the preceding last five years except issue of 10,000 6% Redeemable Cumulative Preference Shares of

` 100 each pursuant to a Scheme of Composite Arrangement to shareholders of Pantaloons Fashion & Retail Limited.

8) Pursuant to the provisions of Section 126 of Companies Act, 2013, the issue of following equity shares are kept in abeyance.

Sr. Particulars No. of Shares

No. As at As at31st March, 2015 31st March, 2014

1. Rights Issue (1994) 12,575 12,575

2. Bonus Share on Above 6,288 6,288

3. Rights Issue (2007) 22,460 22,460

9) During the year 100,664 ESOP shares have been issued by the Company, which will be allotted upon exercise of ESOP.

10) In the year 1997, the Company had forfeited 4,487 shares held by 299 holders on account of non-payment of call money with

interest on shares issued against each detachable warrant.

11) 3,168,459 equity shares (Previous Year: 3,182,052) are represented by Global Depository Receipts.

12) During the last five years, there were 30 Bonus Shares (Previous Year: 80 Bonus Shares) issued out of shares kept in

abeyance.

13) Figures in brackets represent the corresponding number of shares for Previous Year.

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` in Crores


NOTE: 2B

PREFERENCE SHARE ISSUED BY SUBSIDIARY ANDJOINT VENTURE COMPANIES

6% Redeemable Cumulative Preference Shares of ` 100/- each,

fully paid-up of the Subsidiary Company 0.01 0.01

0.001% Compulsorily Convertible Preference Shares of ` 10/- each,

fully paid-up of the Subsidiary Company 2.74 —

Compulsory Convertible Preference Shares of ` 10/- each,

fully paid-up of the Subsidiary Company of Joint Venture Company 0.45 0.48

3.20 0.49

NOTE: 3

RESERVES AND SURPLUS1) Capital Reserves 269.97 269.972) Capital Redemption Reserve


Addition:

Transfer from Surplus/(Deficit) in the Statement of Profit and Loss

on Redemption of Preference Shares 0.10 —

9.71 9.61

3) Securities Premium AccountOpening Balance as per last audited Financial Statement 6,092.02 5,198.60

Addition:

Conversion of Share Warrants — 884.64

ESOP Exercised 5.91 8.79

Transfer from Stock Options Outstanding Account on Exercise of Options 2.27 3.61

Premium on issue of shares via QIP and Preferential Allotment

(Net of Share issue expenses of ` 5.88 Crore) 802.88 —

Premium on issue of Compulsorily Convertible Preference Shares

of the Subsidiary Company 32.26 —

Allotment of Rights Issue Shares — ß

Deduction:

Stake Change in Joint Venture 175.41 3.62

6,759.93 6,092.02

4) Debenture Redemption ReserveOpening Balance as per last audited Financial Statement 41.54 66.91

Addition:


Deduction:

Transferred to General Reserve on Redemption of Debentures 13.45 50.00

Stake Change in Joint Venture 0.46 —

52.54 41.54

5) Share Options Outstanding Account


Addition:

Charge for the year 11.72 2.91

Deduction:

Transfer to Securities Premium Account on Exercise of Options 2.27 3.61

Transfer to General Reserve on Lapse of Options — 3.66

Stake Change in Joint Venture 0.32 0.01

17.68 8.55


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6) Other Reservesi) General Reserve


Addition:


Transfer from Debenture Redemption Reserve on Redemption of Debentures 13.45 50.00

Transfer from Share Options Outstanding Account on Lapse of Options — 3.66

Reserve created on merger of certain companies with JV of Idea — 132.69

Deduction:

Transitional Provision of Schedule II Impact

(Net of Deferred Tax Amounting of ` 6.44 Crore) [Refer Note: 1(II)] 13.21 —

Depreciation Charge on Fair Value Portion of Fixed Assets by JV of Idea 17.73 30.66

Group’s Share of Idea JV discrepancy in physical verification of

Fixed Assets as per scheme 0.20 2.89

Amount Transferred to Surplus in Profit and Loss 13.45 —

Amount Transferred on Stake Change of Joint Venture/Divestment

of Subsidiaries 11.95 0.02

3,799.29 3,640.62

ii) Special Reserve(a)


Addition:


146.98 92.29

iii) Capital Fund(b) 0.02 0.02

iv) Credit/(Debit) Fair Value Change Account(c)

Opening Balance as per last audited Financial Statement 0.10 ß

Addition/(Deduction) during the year (0.10) 0.10

— 0.10

v) Foreign Currency Translation ReserveOpening Balance as per last audited Financial Statement 156.38 130.78

Addition:

During the Year 9.97 25.60

Deduction:

Amount Transferred on Divestment of Subsidiaries and Businesses 164.68 —

1.67 156.38

vi) Hedging Reserve(d)

Opening Balance as per last audited Financial Statement (31.13) (6.93)

Addition:

Gain/(Loss) recognised during the year (Net) 2.86 (49.81)

Deduction:

Gain/(Loss) recycled during the year (Net) (2.50) (25.87)

Amount Transferred on Divestment of Subsidiaries and Busnesses (23.55) 0.26

(2.22) (31.13)

Total Other Reserves 3,945.74 3,858.28

` in Crores



CMYK

212

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OLID

ATE

D FIN

AN

CIA

L S

TA

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NTS

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` in Crores



7) Surplus/(Deficit) in the Statement of Profit and LossOpening Balance as per last audited Financial Statement 778.59 312.79

Addition/(Deduction):

Profit of the Year 1,415.50 1,142.88

Amount Transferred on Stake Change of Joint Venture/

Divestment of Subsidiaries (81.57) (0.76)

Transfer from General Reserve 13.45 —

Transitional Provision of Schedule II Impact

(Net of Deferred Tax Amounting of ` Nil Crore) [Refer Note: 1(II)] (15.19) —

Share of Minority Interest on Transitional provision of Schedule II Impact 3.09 —

Less: Appropriations

Transfer to Debenture Redemption Reserve 24.91 24.63

Transfer to General Reserve 201.76 501.40

Transfer to Capital Redemption Reserve 0.10 —

Transfer to Special Reserve 54.69 33.53

Proposed Dividend on:

Equity 91.10 91.06

Preference — 0.01

Equity Dividend relating to Previous Period 2.60 0.07

Interim Dividend on Preference Shares β —

Corporate Tax on Proposed Dividend 30.13 22.03

Corporate Tax on Interim