ADITYA BIRLA NUVO LIMITED - Grasim Industries · ADITYA BIRLA NUVO LIMITED ANNUAL REPORT 2013 -2014 ... GARMENTS & OTHER SUBSIDIARIES Madura Garments Lifestyle Retail Company Ltd

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14Aditya 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

CMYK

Thom

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ress

CMYK

Aditya Birla Nuvo Limited

Mr. Aditya BirlaWe live by his values.Integrity, Commitment, Passion, Seamlessness and Speed.

CMYK

ADITYA BIRLA NUVO & ITS SUBSIDIARIES / JOINT VENTURES

ADITYA BIRLA NUVO LTD. : Fashion & Lifestyle, Manufacturing (Agri, Viscose

Filament Yarn, Caustic Soda and Allied Chemicals,

Insulators)

I) ADITYA BIRLA FINANCIAL SERVICESSubsidiaries� Birla Sun Life Insurance Company Ltd.

[JV with Sun Life Financial Inc of Canada] : Life Insurance

� Aditya Birla Financial Services Pvt. Ltd. (“ABFSPL”) : Core Investment Company

� Aditya Birla Money Ltd. : Equity Broking

� Aditya Birla Commodities Broking Ltd. : Commodities Broking

� Aditya Birla Capital Advisors Pvt. Ltd. : Private Equity Investment, Advisory & Management

Services

� Aditya Birla Trustee Company Pvt. Ltd. : Trustee of Private Equity Fund

� Aditya Birla Customer Services Pvt. LtdFinancial & IT enabled services

� Aditya Birla Financial Shared Services Ltd.

� Aditya Birla Insurance Brokers Ltd. : Composite Non-life Insurance Advisory and Broking

� Aditya Birla Finance Ltd. : NBFC / Fund Based Lending

� Aditya Birla Securities Private Ltd. : Financial Services

� Aditya Birla Money Mart Ltd. : Wealth Management & Distribution

� Aditya Birla Money Insurance Advisory Services Ltd. : Life Insurance Advisory – Corporate Agent

� Birla Sun Life Asset Management Company Ltd.

[JV with Sun Life Financial Inc of Canada]

� Birla Sun Life AMC (Mauritius) Ltd.

� Aditya Birla Sun Life AMC Ltd., Dubai Asset Management

� Aditya Birla Sun Life AMC Pte. Ltd., Singapore

� India Advantage Fund Limited

� Birla Sun Life Trustee Company Pvt. Ltd.

[JV with Sun Life Financial Inc of Canada] : Trustee of Birla Sun Life Mutual Fund

� Aditya Birla Housing Finance Limited. : Housing Finance

� ABNL Investment Ltd. : Property Investment

II) IT-ITeS SUBSIDIARIES� ABNL IT & ITES Limited Business Process Outsourcing Services and

� Aditya Birla Minacs BPO Pvt. Ltd., India Software Services (erstwhile)

III) GARMENTS & OTHER SUBSIDIARIES� Madura Garments Lifestyle Retail Company Ltd.

� Indigold Trade & Services Ltd. Branded Apparel and Accessories

� Pantaloons Fashion and Retail Ltd

� Aditya Vikram Global Trading House Ltd. : International General Trade

� Shaktiman Mega Food Park Pvt. Ltd. : Food Park

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

* As on 26th June, 2014

NUVO

}

}

}

}

CMYK

Annual Report 2013-2014 i

Aditya Birla Nuvo Limited THE CHAIRMAN’S LETTER TO SHAREHOLDERS

Dear Shareholder,

The Global Scenario

Worldwide 2014 portends to be much more

encouraging than 2013, with the forces

driving the global economic recovery firmly

entrenched. The IMF projects that global

economic growth will rise from 3% in 2013 to

3.6% in 2014, and to 3.9% in 2015. This is

largely due to a turn for the better in the

developed economies - estimated to grow

2.25% in 2014, a full percentage point more

than in 2013. US GDP growth for 2014 is

projected at 2.8%, and in the Euro area at

1.2%, while China’s economy is expected to

grow at 7.5%. GDP growth in the emerging

markets and developing economies is slated

to increase from 4.7% in 2013 to 4.9% in

2014, as these regions step up exports to

the developed markets. Continued fiscal

easing, loose monetary policy in developed

economies and stable commodity prices

should boost the global recovery. The

nervousness in the financial markets,

particularly related to stability of the southern

European economies, has abated

considerably. Furthermore, we must be

prepared for unforeseen geopolitical

developments which may have disruptive

ripple effects on the global economy.

ii Annual Report 2013-2014

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Aditya Birla Nuvo LimitedTHE CHAIRMAN’S LETTER TO SHAREHOLDERS

The Indian Economy – moving on to a stable footing

The outlook for the Indian economy has turned

distinctly positive. The increasing traction of the global

economic revival and plans to restore vim to India’s

economy through a slew of timely measures by the new

Government by addressing fiscal imbalances and

fast-forwarding investment activity should play out

positively in the coming year. The RBI’s deft moves to

stabilize the Rupee, enabled it to recover from a low

of around ` 68/$ to under ` 60/$. The current account

deficit for the year has been contained at around 2.5%

of GDP. Some progress has been achieved on clearing

the backlog of large projects whose approvals had

been held up. GDP growth is predicted at around 5.5%

in 2014-15.

However industrial production needs to accelerate with

the IIP declining 0.1% year-on-year in the first

11 months of 2013-14, vis-a-vis 0.9% growth in the

same period last year. Inflation also remains a concern,

with the wholesale and consumer price indices in

March 2014 up 5.7% and 8.3% respectively year-on-

year. Continuing inflationary pressures have been a

constraint in reducing interest rates. In the medium

term, the economy stands to benefit, if the Goods and

Services Tax is rolled out. Further initiatives and

reforms in areas such as land acquisition, allocation

of natural resources, and taxation would help greatly

to boost investor confidence and accelerate investment

activity. Overall, the stage seems set for India to shift

to a higher growth trajectory.

These developments on the global and the domestic front

have a telling effect on your Company’s growth and

end-results.

For the Financial Year2013-14, your Company’sconsolidated revenuesstood at USD 4.3 billion(` 25,893 Crore).EBITDA at USD 823 million(` 4,937 Crore) surgedby 19%. After neutralizingthe one-off items,net profit is up by 16%at USD 204 million(` 1,226 Crore).

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Annual Report 2013-2014 iii


For the Financial Year 2013-14, your Company’s

consolidated revenues stood at USD 4.3 billion

(` 25,893 Crore). EBITDA at USD 823 million (` 4,937 Crore)

surged by 19%. After neutralizing the one-off items, net

profit is up by 16% at USD 204 million (` 1,226 Crore).

Your Company is competitively well placed in most of its

businesses.

Our Financial Services business has created a large

presence in the Indian financial services industry, even

as we are a non bank player presently. Today Aditya BirlaFinancial Services (ABFS) ranks among the top 5 fund

managers in India, excluding LIC. Its assets under

management soared by 14% to USD 20.4 billion

(` 122,362 Crore). In terms of funds under management,

we are among the top 5 private life insurers in India and

the 4th largest asset management company in the country.

In the NBFC space, we are now a significant player.

Our lending book rose by 44% to touch the USD 2 billion

mark (` 11,550 Crore).

ABFS attained earnings growth across most of the

businesses, except the Life Insurance business, which

remained affected given the macro-economic

environment. ABFS clocked a revenue of USD 1.1 billion

(` 6,640 Crore) and an EBITDA of USD 133 million

(` 799 Crore). It generated a sound return on average

capital employed of 25% per annum.

Going forward, the financial services sector will be one of

the prominent growth sectors driven by the expected

improvement in the economic health and the investment

climate of the country.

Our Fashion & Lifestyle business, comprising of

Madura, Pantaloons and Jaya Shree, is the largest

branded apparel player in India. Its retail network has

Going forward, thefinancial services sectorwill be one of theprominent growthsectors driven by theexpected improvement inthe economic health andthe investment climate ofthe country.

iv Annual Report 2013-2014

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reached to an unparalleled nationwide presence of

1,750 exclusive brand outlets / stores spanning 4.3 million

square feet. The business posted a revenue of

USD 1 billion (` 6,048 Crore) and an EBITDA of about

USD 100 million (` 573 Crore). Driven by strong earnings

and efficient working capital management, the business

reported a notable return on average operating capital

employed of 28% per annum.

Madura achieved all round growth in top-line, profitability

and free cash flows. Its flagship brands, Louis Philippe

and Van Heusen are the best selling brands in India.

Pantaloons is in the investment phase and is strengthening

its retail presence, brand portfolio and merchandise to

enhance sell through. To capitalize on the buoyant demand

and to strengthen its domestic leadership position in the

linen segment, Jaya Shree has expanded its Linen Yarn

capacity from 2,300 tons to 3,400 tons per annum and

Linen Fabric processing capacity from 7.3 million meters

to 10.1 million meters per annum.

The Fashion & Lifestyle business of your Company is all

set to ride upon the consumption boom in India driven by

the strong demographics of the country.

Idea Cellular continued its journey as the fastest growing

cellular operator in the Country. It has been the biggest

revenue market share gainer in India since the past five

years. Globally, Idea ranks as the 7th largest cellular

operator, in terms of subscribers based on operations in

a single country. Carrying 1.75 billion minutes of usage

every day, it is positioned as the 3rd largest player in India.

It is serving 136 million subscribers covering about

7,400 census towns and 345,000 villages.

Mirroring the brand popularity and quality service

experience of its customers, Idea has the highest active

subscribers’ ratio in the industry. Growing at nearly double

Our Fashion & Lifestylebusiness, comprising ofMadura, Pantaloons andJaya Shree, is the largestbranded apparel playerin India. Its retail networkhas reached to anunparalleled nationwidepresence of1,750 exclusive brandoutlets / stores spanning4.3 million square feet.

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Annual Report 2013-2014 v


the industry growth rate, Idea recorded a top-line of

USD 4.4 billion (` 26,432 Crore) and an EBITDA of

USD 1.4 billion (` 8,560 Crore).

With its strong free cash flows and healthy balance sheet,

Idea is well placed to capitalize on the expanding

spectrum profile and infrastructure to capture the

emerging Voice and Wireless Broadband opportunities.

The Agri business was impacted by the discontinuance

of trading in imported P&K fertilisers and the 41 days

maintenance shutdown. The urea plant resumed full

operations on 8th April 2014. In the current fiscal, the

business will benefit from higher fixed cost

reimbursement in line with the Government policy and

the energy savings project.

The Rayon business remained the largest Indian exporter

of viscose filament yarn (VFY) for the ninth consecutive

year. It has recorded its highest ever earnings. The new

VFY Capacity using spool technology from ENKA,

Germany is running at full capacity.

The Insulators business has reported higher profitability,

bolstered by an increase in volumes, improved realisation

and enhanced yield.

Considering the sector dynamics and to ensure greater

focus on other businesses, your Company has divested

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

IT-ITeS business w.e.f. 9th May 2014.

The proceeds from the divestment of the Carbon Black

business, the balance equity infusion by the promoters

and release of net working capital has strengthened your

Company’s balance sheet. The proceeds from the

divestment of the IT-ITeS business will further support its

growth plans.

Idea Cellular continuedits journey as the fastestgrowing cellular operatorin the Country. It hasbeen the biggestrevenue market sharegainer in India since thepast five years. Globally,Idea ranks as the 7thlargest cellular operator,in terms of subscribersbased on operations in asingle country.

vi Annual Report 2013-2014

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Outlook

As a conglomerate, your Company mirrors the savings,

consumption, infrastructure and agriculture led sectors

of the Indian economy. Having a leadership position across

its businesses present in these sectors, your Company is

well placed to scale new peaks with the upturn of the

economy.

To our teams

In the face of continuing external challenges, our teams

across geographies have stayed focused and delivered

performance. I thank all of our employees for their tenacity

and commitment to sustain top line and bottom line growth

year after year.

The Aditya Birla Group in perspective

Despite the tectonic shifts witnessed globally and in India,

at the Group level we have managed to sustain our

revenues at USD 40 billion. Much credit must go to the

talent resident in our 1,20,000 committed workforce,

spanning 36 countries and 42 nationalities.

I would like to reiterate that we place big bets on ourpeople. Let me elaborate on this aspect in some detail.

As a high performance driven, meritocratic Group, we are

constantly focusing on building our talent pool to support

our business vision. To this end, substantive initiatives

taken earlier have since materialized. These include

focused endeavours to build a robust talent pipeline,

building the employer brand of our Group beyond India,

and achieving the distinction of becoming the most

aspirational employer for manufacturing professionals

also, besides augmenting talent on the technical side.

As a conglomerate, yourCompany mirrors thesavings, consumption,infrastructure andagriculture led sectorsof the Indian economy.Having a leadershipposition across itsbusinesses presentin these sectors,your Company is wellplaced to scale newpeaks with the upturnof the economy.

As a high performancedriven, meritocraticGroup, we are constantlyfocusing on building ourtalent pool to supportour business vision.

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Annual Report 2013-2014 vii


Furthermore to support our long-term strategies, our

business structures have been significantly bolstered.

Our reputation as an employer of choice is again

something we are incredibly proud of. We are recognized

as an employer that offers a World of Opportunities and is

concerned about the professional growth of its people.

We continue to fast track our talent – from our management

cadre comprising of 38,200 colleagues, 13% have been

promoted, 20% have changed roles and 12% have moved

location during the year.

Gyanodaya, our in-house world-class university, continues

to be an important mainstay of our progress. Leveraging

resources across geographies and partnering with leading

global faculty, institutions and corporates, it ensure that

our leadership and talent pool stays contemporary and is

always in the learning mode.

To be a learning and growing organization is an ongoing

endeavour.

Ranked No. 1 in the Nielsen Corporate Image Monitor

I am pleased to share with you that for the second year

running our Group has been ranked No. 1 in the NielsenCorporate Image Monitor 2013-14. Across the six pillars

of corporate performance – products and services, vision

and leadership, workplace environment, financial

performance, operating style and social responsibility, Aditya

Birla Group “emerges as the pace setter, way ahead of 40

corporates. Nielsen’s Corporate Image Monitor measures

the reputation of the 40 leading companies in India across

sectors and serves as an important indicator of the strength

of the corporate brand”, they state. The companies were

Our reputation as anemployer of choice isagain something we areincredibly proud of.We are recognized asan employer that offersa World of Opportunitiesand is concerned aboutthe professional growthof its people.We continue to fasttrack our talent.

viii Annual Report 2013-2014

CMYK


covered in the survey, using the Economic Times 500 and

the Business Today 500 ranking of listed companies.

Nielsen is among the most renowned global market

research companies, headquartered in New York and

operating in 60 countries.

In sum

With the best of talent in our midst, our strong Balance

Sheets, robust cash flows, the eye on the customer and

unrelenting focus on delivering shareholder value, we are

confident of the future. The year ahead I believe will be

the one when we consolidate and reinforce what we have

achieved in recent years. And see the fruition of the several

projects and initiatives in each of the businesses that are

currently underway.

Yours sincerely,

Kumar Mangalam Birla

With the best of talent inour midst, our strongBalance Sheets, robustcash flows, the eye onthe customer andunrelenting focus ondelivering shareholdervalue, we are confidentof the future.

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Annual Report 2013-2014

BOARD OF DIRECTORS

CMYK



CORPORATE INFORMATION

MANAGING DIRECTORMr. Lalit Naik [w.e.f. 1st July, 2014]

Dr. Rakesh Jain [upto 30th June, 2014]

DEPUTY MANAGING DIRECTORMr. Lalit Naik [upto 30th June, 2014]

WHOLE-TIME DIRECTOR &CHIEF FINANCIAL OFFICER

Mr. Sushil Agarwal

COMPANY SECRETARYMrs. Hutokshi Wadia

ADITYA BIRLA FINANCIAL SERVICES

Mr. 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. Batliboi & Co. LLP

OTHER BRANCH AUDITORSK. S. Aiyar & Co.

Deloitte Haskins & Sells

TELECOMMr. Himanshu Kapania Business Head

MANUFACTURING:AGRI & INSULATORS

Mr. Lalit Naik Business Director

Mr. Raj Narayanan Chief Executive Officer

Dr. Rakesh Jain Business Director

[upto 30th June, 2014]

RAYON

Mr. 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 Chief Executive Officer

(Madura Fashion & Lifestyle)

Mr. Shital Mehta Chief Executive Officer

(Pantaloons Fashion)

Mr. S. Krishnamoorthy President - Jaya Shree Textiles

IT-ITeS [Divested w.e.f. 9th May, 2014]

Dr. Rakesh Jain Business Director

Mr. Deepak Patel Chief Executive Officer

SOLICITORSAmarchand & Mangaldas & Suresh A. Shroff & Co.

Mulla & Mulla and Craigie, Blunt & Caroe

CIN: L17199GJ1956PLC001107

KEY MANAGERIAL PERSONNEL/SENIOR MANAGEMENT TEAM

CMYK

Aditya Birla Nuvo LimitedCONTENTS


1 Notice

19 Aditya Birla Nuvo : A Snapshot

24 Financial Highlights

26 Management Discussion and Analysis

55 Directors’ Report

69 Business Responsibility Report

78 Corporate Governance Report

88 Shareholders’ Information

98 Social Report – Towards Inclusive Growth

103 Environment Report – Sustainable Development

105 Standalone Financial Statements

167 Consolidated Financial Statements

253 Form of Proxy

NOTICE

CMYK

Aditya Birla Nuvo Limited NOTICE

Annual Report 2013-2014 1

NOTICE is hereby given that the FIFTY-SEVENTHAnnual General Meeting of the shareholders of

ADITYA BIRLA NUVO LIMITED will be held at the

Registered Office of the Company at Indian Rayon

Compound, Veraval - 362 266, Gujarat, on

Thursday, the 11th September, 2014, at 11.30 a.m.

to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited

Balance Sheet as at 31st March, 2014 and the

Statement of Profit and Loss for the year ended

on that date, the Report of the Directors and

the Auditors thereon.

2. To declare and sanction the payment of

Dividend on equity shares and on preference

shares of the Company for the financial year

2013-14.

3. To appoint a Director in place of

Mrs. Rajashree Birla (DIN: 00022995), who

retires from office by rotation and being

eligible, offers herself for re-appointment.

4. To appoint a Director in place of Mr. B. L. Shah

(DIN: 00017357), who retires from office by

rotation and being eligible, offers himself for

re-appointment.

5. To appoint Joint Statutory Auditors of the

Company to hold office from the conclusion

of this Meeting until the conclusion of the

fifty-eighth Annual General Meeting of the

Company and to fix their remuneration and

for that purpose, to pass the following

Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions

of section 139 and other applicable provisions,

if any, of the Companies Act, 2013, and the

Companies (Audit and Auditors) Rules, 2014,

M/s. Khimji Kunverji & Co. (Reg. No.

105146W), Chartered Accountants, the retiring

Joint Staturoty Auditors, be and are hereby

appointed as the Joint Statutory Auditors of

the Company, to hold office from the

conclusion of this Annual General Meeting

until the conclusion of the fifty-eighth Annual

General Meeting of the Company to be held

in the year 2015 and that the Board of Directors

of the Company be and is hereby authorised

to fix their remuneration for the said period

and reimbursement of actual out-of-pocket

expenses, as may be incurred in the

performance of their duties.”

6. To appoint Branch Auditors of the Company

to hold office from the conclusion of this Annual

General Meeting until the conclusion of the


Company and to fix their remuneration and

for the purpose, to pass the following

Resolution as an Ordinary Resolutions:

(i) “RESOLVED THAT pursuant to the provisions

of sections 139, 143 and other applicable

provisions, if any, of the Companies Act, 2013,

and the Companies (Audit and Auditors)

Rules, 2014, M/s. Khimji Kunverji & Co.

(Reg. No. 105146W), Chartered Accountants,

the retiring Branch Auditors, be and are

hereby appointed as the Branch Auditors of

the Company to audit the accounts in respect

of the Company’s Insulators Division at Rishra

and Halol, to hold office from the conclusion

of this Annual General Meeting until the

conclusion of the fifty-eighth Annual General

Meeting of the Company to be held in the year

2015 and that the Board of Directors of the

Company be and is hereby authorised to fix

their remuneration for the said period and

reimbursement of actual out-of-pocket



(ii) “RESOLVED THAT pursuant to the provisions




Rules, 2014, M/s. Khimji Kunverji & Co. (Reg.

No. 105146W), Chartered Accountants and

M/s. K. S. Aiyar & Co. (Reg. No. 100186W)

Chartered Accountants, the retiring Joint

Branch Auditors, be and are hereby,

appointed as the Joint Branch Auditors of the

Company to audit the accounts in respect of

the Company’s Indian Rayon Division at

Veraval, to hold office from the conclusion of

this Annual General Meeting until the

conclusion of the fifty-eighth Annual General

Meeting of the Company to be held in the year

2015 and that the Board of Directors of the



NOTICE

CMYK

Aditya Birla Nuvo LimitedNOTICE

2 Annual Report 2013-2014




(iii) “RESOLVED THAT pursuant to the provisions




Rules, 2014, M/s. Deloitte Haskins & Sells

(Reg. No. 008072S), Chartered Accountants,

the retiring Branch Auditors, be and are

hereby, appointed as the Branch Auditors of

the Company to audit the accounts in respect

of the Company’s Madura Fashion & Lifestyle

Division at Bengaluru to hold office from the

conclusion of this Annual General Meeting

until the conclusion of the fifty-eighth Annual

General Meeting of the Company to be held

in the year 2015 and that the Board of Directors

of the Company be and is hereby authorised

to fix their remuneration for the said period

and reimbursement of actual out-of-pocket



SPECIAL BUSINESS:

7. To appoint Auditor other than the retiring

Auditor and in this regard to consider and if

thought fit, to pass the following Resolution

as an Ordinary Resolution:

“RESOLVED THAT in place of S. R. Batliboi

& Co. LLP., Chartered Accountants (Reg. No.

301003E), the retiring auditors of the Company

who have expressed their inability to continue,

and pursuant to the provisions of section 139

and other applicable provisions, if any, of the

Companies Act, 2013, and the Companies

(Audit and Auditors) Rules, 2014, S R B C &

Co. LLP., Chartered Accountants (Registration

No. 324982E), be and are hereby, appointed

as the Joint Statutory Auditors of the Company

to hold office from the conclusion of this Annual

General Meeting till the conclusion of the


Company to be held in the year 2015, and in

respect of whom the Company has received

a special notice from a Member, pursuant to

the provisions of section 115 read with section

140 of the Companies Act, 2013, signifying

its intention to propose the appointment of

S R B C & Co. LLP as Joint Statutory Auditors

of the Company and that the Board of

Directors of the Company be and is hereby

authorised to fix their remuneration for the said

period and reimbursement of actual out-of-

pocket expenses, as may be incurred in the


8. To appoint Branch Auditor other than the

retiring Branch Auditor and in this regard to

consider and if thought fit, to pass the following


“RESOLVED THAT in place of M/s. S. R.

Batliboi & Co. LLP, Chartered Accountants

(Reg. No. 301003E), the retiring Branch

Auditors who have expressed their inability to

continue, and pursuant to the provisions of

sections 139, 143 and other applicable



Rules, 2014, S R B C & Co. LLP, Chartered

Accountants (Registration No. 324982E), be

and are hereby, appointed as the Branch

Auditors of the Company to audit the accounts

in respect of the Company’s Jaya Shree

Textiles (JST) Division, Rishra and Indo Gulf

Fertilisers (IGF) Division, Jagdishpur, to hold

office from the conclusion of this Annual

General Meeting till the conclusion of the


Company to be held in the year 2015, and in

respect of whom the Company has received

a special notice from a Member, pursuant to

the provisions of section 115 read with section

140 of the Companies Act, 2013, signifying

its intention to propose the appointment of

S R B C & Co. LLP as Branch Auditors of JST

& IGF and that the Board of Directors of the






9. To appoint Ms. Tarjani Vakil (DIN: 00009603),

as an Independent Director and in this regard

to consider and if thought fit, to pass the

following Resolution as an OrdinaryResolution:


of sections 149 and 152, read with Schedule

IV and other applicable provisions, if any, of

NOTICE

CMYK



the Companies Act, 2013 (the Act), and the

Companies (Appointment and Qualification of

Directors) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for the

time being in force), Ms. Tarjani Vakil

(DIN: 00009603), a Non-Executive Director of

the Company, who has submitted a

declaration that she meets the criteria for

independence as provided in section 149(6)

of the Act and who is eligible for appointment,

and who has given a notice in writing under

section 160 of the Act proposing her

candidature for the office of a Director, be and

is hereby appointed as an Independent

Director of the Company to hold office for

a term of 5 consecutive years from the

date of this Annual General Meeting till

10th September, 2019.”

10. To appoint Mr. P. Murari (DIN: 00020437), as

an Independent Director and in this regard to









modification(s) or re-enactment thereof for

the time being in force), Mr. P. Murari (DIN:

00020437), a Non-Executive Director of the

Company, who has submitted a declaration

that he meets the criteria for independence

as provided in section 149(6) of the Act and

who is eligible for appointment, and who has

given a notice in writing under Section 160 of

the Act proposing his candidature for the office

of a Director, be and is hereby appointed as

an Independent Director of the Company to

hold office for a term of 5 consecutive years

from the date of this Annual General Meeting

till 10th September, 2019.”

11. To appoint Mr. Subhash Chandra Bhargava

(DIN: 00020021), as an Independent Director

and in this regard to consider and if thought

fit, to pass the following Resolution as an

Ordinary Resolution:








time being in force), Mr. Subhash Chandra

Bhargava (DIN: 00020021), a Non-Executive

Director of the Company, who has submitted

a declaration that he meets the criteria for


of the Act and who is eligible for appointment,


section 160 of the Act proposing his



Director of the Company to hold office for a

term of 5 consecutive years from the date

of this Annual General Meeting till


12. To appoint Mr. Gian Prakash Gupta (DIN:

00017639), as an Independent Director and

in this regard to consider and if thought fit, to

pass the following Resolution as an OrdinaryResolution:








time being in force), Mr. Gian Prakash Gupta



declaration that he meets the criteria for


of the Act, and who is eligible for appointment,






term of 5 consecutive years from the date of

this Annual General Meeting till


NOTICE

CMYK



13. To appoint Mr. Baldev Raj Gupta (DIN:

00020066), as an Independent Director and


pass the following Resolution as an OrdinaryResolution:








time being in force), Mr. Baldev Raj Gupta



declaration that he meets the criteria for


of the Act, and who is eligible for appointment,



candidature for the office of a Director, be

and is hereby appointed as an Independent


term of 5 consecutive years from the date

of this Annual General Meeting til l


14. To appoint Mr. Lalit Naik (DIN: 02943588), as

the Managing Director of the Company and

in this regard to consider and if though fit, to

pass the following Resolution as a SpecialResolution:


of sections 196, 197 and 203 read with

Schedule V and all other applicable provisions

of the Companies Act, 2013 (the Act), and the

Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014

(including any statutory modification(s) or

re-enactment thereof for the time being in

force), approval of the Company be and is

hereby accorded to the appointment of

Mr. Lalit Naik (DIN: 02943588) as the

Managing Director of the Company for the

period and upon the following terms and

conditions including remuneration, with further

liberty to the Board of Directors (hereinafter

referred to as “the Board”, which term shall

include any committee constituted or to be

constituted by the Board) from time to time to

alter the said terms and conditions, in such

manner as may be agreed to between the

Board and Mr. Lalit Naik and as may be

permissible by law:

A. Period:Five years w.e.f. 1st July, 2014 with the

liberty to either party to terminate the

appointment on three months’ notice in

writing to the other and neither party will

have any claim against the other for

damages or compensation by reason of

such termination.

The term of the office of the Managing

Director of the Company shall be subject

to retirement by rotation. Such

reappointment shall not affect the tenure

of Mr. Lalit Naik as the Managing Director

of the Company, which shall continue to

be for a period of five years commencing

from 1st July, 2014.

B. Remuneration:a) Basic Salary: ` 7,79,200/- (Rupees

Seven Lakh Seventy Nine Thousand

Two Hundred) only, per month with

such increment(s) as the Board may

decide from time to time, subject,

however, to a ceiling of ` 14,00,000/-

(Rupees Fourteen Lakh) only, per

month as Basic Salary;

b) Special Allowance: ` 7,53,000/-

(Rupees Seven Lakh Fifty Three

Thousand) only, per month with such

increment(s) as the Board may

decide from time to time, subject,

however, to a ceiling of ` 20,00,000/-

(Rupees Twenty Lakh) only, per

month. This allowance, however, will

not be taken into account for

calculation of benefits such as

Provident Fund, Gratuity,

Superannuation and Leave

encashment;

c) Variable Pay: Performance Bonus

linked to the achievement of targets,

as may be decided by the Board

from time to time, subject to a

maximum of ̀ 3,00,00,000/- (Rupees

Three Crore) only per annum;

NOTICE

CMYK



d) Long-term Incentive Compensation/

Employee Stock Option as per the

plan applicable to the Senior

Executives of the Company/Aditya

Birla Group including that of any

parent/subsidiary company as may

be decided by the Board from time

to time.

C. Perquisites:(a) Housing: Free furnished

accommodation or House Rent

Allowance in lieu of the Company

provided accommodation;

(b) Reimbursement of expenses at

actuals pertaining to electricity, gas,

water, telephone and other

reasonable expenses for the upkeep

and maintenance in respect of such

accommodation, as per the policy of

the Company;

(c) Medical Expenses Reimbursement:

Reimbursement of all expenses

incurred in India for self and family

at actuals (including domiciliary and

medical expenses and insurance

premium for medical and

hospitalization policy as applicable),

as per the policy of the Company;

(d) Leave Travel Expenses: Leave Travel

Expenses for self and family in

accordance with the policy of the

Company;

(e) Club Fees: Fees of one corporate

club in India (including admission

and membership fee);

(f) Two cars for use for Company’s

business as per the policy of the

Company for Executive Directors;

(g) Reimbursement of entertainment,

travelling and all other expenses

incurred for the business of the

Company as per the policy of the

Company. Travelling expenses

of spouse accompanying the

Managing Director on any official

overseas or inland trip will be

governed as per the policy of the

Company;

(h) Leave and Encashment of Leave: As

per the policy of the Company;

(i) Personal Accident Insurance

Premium: As per the policy of the

Company;

(j) Contribution towards Provident Fund

and Superannuation Fund or Annuity

Fund, as per the policy of the

Company;

(k) Gratuity and/or contribution to the

Gratuity Fund of Company: As per

the policy of the Company;

(l) Other Allowances, Benefits,

Perquisites: Any other allowances,

benefits and perquisites as per the

Rules applicable to the Senior

Executives of the Company and / or

which may become applicable in the

future and/or any other allowance,

perquisites as the Board may from

time to time decide; and

(m) Annual remuneration review is

effective from 1st July each year, as

per the policy of the Company.

D. Subject as aforesaid, the Managing

Director shall be governed by such other

Rules as are applicable to the Senior

Executives of the Company from time to

time;

E. For the purposes of Gratuity, Provident

Fund, Superannuation and other like

benefits, if any, the services of Mr. Lalit

Naik, Managing Director, will be

considered as continuous service with the

Company from the date of joining the

Aditya Birla Group;

F. The aggregate of the remuneration and

perquisites as aforesaid in any financial

year shall not exceed the limit from time

to time under section 197, section 198

and other applicable provisions of the

Companies Act, 2013 (the Act), read with

Schedule V to the Act or any statutory

modification(s) or re-enactment(s) thereof

for the time being in force, or otherwise

as may be permissible by law;

G. Minimum Remuneration: Notwithstanding

anything herein above stated, where in

any financial year, the Company has no

NOTICE

CMYK



profits or its profits are inadequate, the

remuneration including the perquisites as

aforesaid will be paid to Mr. Lalit Naik in

accordance with the applicable

provisions of Schedule V of the Act, and

subject to the approval of the Central

Government, if required;

H. The Nomination and Remuneration

Committee will review and recommend

the remuneration payable to the

Managing Director during the tenure of

his appointment;

I. Though considering the provisions of

section 188 of the Companies Act, 2013,

and the applicable Rules and the

Schedule of the Act, Mr. Lalit Naik would

not be holding any office or place of profit

by his being a mere director of the

Company’s subsidiaries/joint ventures,

approval be and is hereby granted by way

of abundant caution for him to accept the

sitting fees/commission paid/payable to

other directors for attending meetings of

the Board(s) of Directors/Committee(s) of

subsidiaries/joint ventures of the

Company or companies promoted by the

Aditya Birla Group.”

15. To partially modify/amend the Special

Resolution passed at the 54th Annual General

Meeting of the Company for appointment of

Mr. Sushil Agarwal as the Whole-time Director

of the Company, so as to make him a director

liable to retire by rotation. Accordingly, to


Resolution as a Special Resolution:

“RESOLVED THAT the Special Resolution

passed at Item No. 11 at the 54th Annual

General Meeting of the Company held on

28th September, 2011, for the appointment of


of the Company for a period of five years with

effect from 1st June, 2011, be and is hereby

partially modified/amended to the effect that

the appointment of Mr. Sushil Agarwal shall

be subject to retirement by rotation; provided

further that such retirement shall not affect the

tenure of his appointment as the Whole-time

Director of the Company, which continues to

be for a period of five years with effect from

1st June, 2011, as provided in the said Special

Resolution passed at the 54th Annual General

Meeting.”

16. To re-appoint Mr. Sushil Agarwal (the Whole-

time Director of the Company) (DIN:

00060017) as a Director of the Company.

Mr. Sushil Agarwal retires by rotation at this

Annual General Meeting and being eligible,

offers himself for being re-appointed as the

Director of the Company liable to retire by

rotation. Accordingly, to consider and if

thought fit, to pass the following Resolution

as an Ordinary Resolution:


of section 152 and other applicable provisions

of the Companies Act, 2013, Mr. Sushil

Agarwal, the Whole-time Director of the

Company, be and is hereby re-appointed as

a Director of the Company, liable to retire by

rotation.

RESOLVED FURTHER THAT such

re-appointment shall not affect the tenure of


of the Company, which shall continue to be

for a period of five years commencing from

1st June, 2011.”

17. To approve the payment of remuneration to

Non-Executive Directors of the Company and


pass the following Resolution as a SpecialResolution:

“RESOLVED THAT in supersession of the

resolution previously passed by the

shareholders in this regard and pursuant to

the provisions of sections 197 and 198 and

all other applicable provisions of the

Companies Act, 2013 (including any statutory


time being in force), the Non-Executive

Directors of the Company (i.e. directors other

than the Managing Director and / or the Whole-

time Directors) be paid, remuneration by way

of commission, in addition to the sitting fee

for attending the meetings of the Board of

Directors or Committees thereof, as the Board

of Directors may from time to time determine,

not exceeding in aggregate one percent of

the Net Profits or such other percentage of

NOTICE

CMYK



Net Profits of the Company for each financial

year, as computed in the manner laid down in

section 198 of the Companies Act, 2013, or

any statutory modification(s) or re-enactment

thereof, for each relevant financial year

for a period of five years commencing

from 1st April, 2014.

RESOLVED FURTHER THAT the Board of

Directors of the Company (including

Nomination and Remuneration Committee) be

and is hereby authorised to do all acts and take

all such steps as may be necessary, proper or

expedient to give effect to this Resolution.”

18. To approve the offer or invitation to subscribe

to Non-Convertible Debentures on a private

placement basis, and in this regard to


Resolution as a Special Resolution:


of sections 42 and 71 and all other applicable

provisions of the Companies Act, 2013 read

with the Companies (Prospectus and

Allotment of Securities) Rules, 2014 (including

any statutory modification(s) or re-enactment

thereof, for the time being in force), and

subject to the provisions of the Articles of

Association of the Company, the approval of

the members be and is hereby accorded to

the Board of Directors of the Company for

making one or more offer(s) or invitation(s) to

subscribe to Non-Convertible Debentures

(“NCDs”) in one or more series/tranches,

during a period of one year from the date of

this Annual General Meeting, i.e. till

10th September, 2015, within the overall

borrowing limits of the Company as approved

by the members from time to time, on a private

placement basis, on such terms and

conditions as the Board of Directors of the

Company may, from time to time, determine

and consider proper and most beneficial to

the Company including as to when the said

Debentures be issued, the consideration for

the issue, utilization of the issue proceeds and

all matters connected with or incidental

thereto;



authorised to do all acts and take all such

steps as may be necessary, proper or


19. To adopt new Articles of Association of the

Company containing regulations in conformity

with the Companies Act, 2013, and in this

regard to consider and if thought fit, to pass

the following Resolution as a SpecialResolution:


of section 14 and all other applicable

provisions of the Companies Act, 2013 (the

Act), read with the Companies (Incorporation)

Rules, 2014 (including any statutory

modification(s) or re-enactment thereof, for the

time being in force), the draft regulations

contained in the Articles of Association

submitted to this Meeting duly initialed by the

Company Secretary be and are hereby

approved and adopted in substitution, and to

the entire exclusion, of the regulations

contained in the existing Articles of

Association of the Company;



authorised to do all acts and take all such



20. To consider and if thought fit, to pass the

following Resolution as a Special Resolution:


of section 180(1)(a) and all other applicable

provisions, if any, of the Companies Act, 2013


re-enactment thereof for the time being in

force), the consent of the Company be and is

hereby accorded, to the Board of Directors of

the Company to create a mortgage and/or

charge on such terms and conditions and at

such time(s) and in such form and manner

and with such ranking as to priority, as the

Board in its absolute discretion thinks fit, on

the whole or substantially the whole of the

Company’s undertakings or of all the

undertakings, including the present and/or

future properties, whether movable or

immovable as may be agreed to in favour of

the Banks/Financial Institutions/Trustees/Other

Investors, hereafter referred to as lenders and/

or debenture trustees and/or trustees up to an

NOTICE

CMYK



aggregate amount not exceeding ̀ 1,500 Crore

(Rupees One Thousand Five Hundred Crore)

only, over and above the aggregate of the paid

up capital and free reserves, to secure the

term loan facility/debentures/bonds, to be

issued in one or more tranches, other

instrument(s) including foreign currency

borrowings tied up/to be tied up by the

Company together with interest on the

principal amounts, compound interest,

additional interest, liquidated damages,

accumulated interest, premium on

prepayment or on redemption, commitment

charges, costs, charges, expenses,

remuneration of agent(s)/trustee(s) at the

respective agreed rates, if any, and all other

monies payable by the Company to the

concerned Banks/Financial Institutions/

Trustees/Other investors under the respective

debenture trust deed/loan agreement/other

relevant agreements entered into/to be

entered into by the Company.

RESOLVED FURTHER THAT the security to

be created by the Company as aforesaid may

rank prior to/pari passu/subservient with the

mortgages and/or charges already created or

to be created in future by the Company and

as may be agreed to between the concerned

parties.

RESOLVED FURTHER THAT for the purpose

of giving effect to this Resolution, the Board

or any Committee thereof, or persons

authorized by the Board/Committee, be and

is hereby authorized to finalise, settle and

execute such documents/deeds/writings/

papers/agreements as may be required, and

to accept any modification(s) to, or to modify,

alter, vary, the terms and conditions thereof

and to do all such acts, deeds, matters and

things, as it may in its absolute discretion

deem necessary, proper or desirable and to

settle any question, difficulty or doubt that may

arise in regard to creating the mortgage/

charge as aforesaid or otherwise considered

to be in the best interests of the Company.”

21. To consider, and if thought fit, to pass

the following Resolution as a SpecialResolution:

“RESOLVED THAT supplemental to the

Ordinary Resolution passed under section

293(1)(d) of the Companies Act, 1956, at the

Extra-ordinary General Meeting of the

Company held on 3rd January, 1994, and

pursuant to section 180(1)(c) and any other

applicable provisions of the Companies Act,

2013 (hereinafter referred to as the Act)


re-enactment thereof, for the time being in

force), and the Articles of Association of the

Company (hereinafter referred to as the

“Articles”), consent of the Company be and

is hereby granted to the Board of Directors of

the Company, to borrow for and on behalf of

the Company, from time to time as they may

consider fit, any sum or sums of money, in any

manner and without prejudice to the generality

thereof, by way of loans, advances, credits,

acceptance of deposits or otherwise in Indian

Rupees or any other foreign currency, from

any bank(s) or financial institution(s), other

person or persons and whether the same be

unsecured or secured, and if secured, whether

by way of mortgage, charge, hypothecation,

pledge or otherwise in any way whatsoever,

on, or in respect of all or any of the Company’s

assets and properties including uncalled

capital, stock in trade (including raw materials,

stores, spares and components in stock or in

transit) notwithstanding that the monies so

borrowed together with the monies, already

borrowed, if any, by the Company (apart from

temporary loans and credits obtained from the

Company’s bankers in the ordinary course of

business) may exceed the aggregate of the

Company’s paid up capital and free reserves

i.e. reserves not set apart for any specific

purpose, provided that the total amount so

borrowed and outstanding at any time shall

not exceed ` 1,500 Crore (Rupees One

Thousand Five Hundred Crore) only, over and

above the aggregate of the paid-up capital

and free reserves”.

22. To approve the remuneration of the Cost

Auditors for the financial year ending

31st March, 2015, and in this regard to consider

and if thought fit, to pass, with or without

modifications, the following Resolution as an

Ordinary Resolution:

NOTICE

CMYK



“RESOLVED THAT pursuant to the

provisions of section 148 and all other

applicable provisions of the Companies Act,

2013, and the Companies (Audit and

Auditors) Rules, 2014 (including any

statutory modification(s) or re-enactment

thereof for the time being in force), the

remuneration as set out in the statement

annexed to the Notice convening this

meeting plus service tax including cess as

applicable and reimbursement of actual

travel and out-of-pocket expenses for the

Financial Year ending 31st March, 2015, as

approved by the Board of Directors of the

Company, to be paid to the respective Cost

Auditors, for the conduct of cost audit of the

Company’s manufacturing units, be and is

hereby ratified and confirmed.



authorized to do all such acts and take all such



By Order of the Board

Hutokshi WadiaVice President & Company Secretary

Place: Mumbai

Date: 26th June, 2014

NOTICE

CMYK



NOTES FOR MEMBERS’ ATTENTION:1. A MEMBER ENTITLED TO ATTEND AND

VOTE AT THE 57th ANNUAL GENERALMEETING (“THE MEETING”) IS ENTITLEDTO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER OF THECOMPANY.

THE INSTRUMENT APPOINTING PROXYSHOULD, HOWEVER, BE DEPOSITED ATTHE REGISTERED OFFICE OF THECOMPANY NOT LESS THAN FORTY-EIGHTHOURS BEFORE THE COMMENCEMENTOF THE MEETING. Proxies submitted on

behalf of limited companies, societies, etc.

must be supported by appropriate resolutions/

authority, as applicable. A person can act as

proxy on behalf of Members not exceeding

fifty (50) and holding in the aggregate not more

than 10% of the total share capital of the

Company carrying voting rights. In case a

proxy is proposed to be appointed by a

Member holding more than 10% of the total

share capital of the Company carrying voting

rights, then such proxy shall not act as a proxy

for any other person or shareholder.

2. Corporate Members intending to depute their

authorised representatives to attend the

Meeting are requested to send to the

Company a duly certified true copy of the

Board Resolution/ Power of Attorney

authorising their representatives to attend

and vote on their behalf at the Meeting.

3. The relevant explanatory statements pursuant

to section 102 of the Companies Act, 2013

(the Act), in respect of the businesses under

Item Nos. 7 to 22 of the Notice set out above,

is annexed hereto.

4. The Register of Members and Share Transfer

Books of the Company will remain closed from

30th August, 2014 to 11th September, 2014 (both

days inclusive), for the purpose of payment of

dividend, if any, approved by the Members.

5. The Annual Report of the Company for the year

2013-14, circulated to the members of the

Company, will be made available on the

Company’s website (www.adityabirlanuvo.com).

6. Subject to the provisions of section 126 of the

Companies Act, 2013, dividend as

recommended by the Board, if declared at the

Annual General Meeting will be paid to those

equity shareholders whose names appear:

(a) As Member in the Register of Members

of the Company after giving effect to all

valid share transfers in physical form

which are lodged with the Company on

or before 29th August, 2014; and

(b) In respect of the shares in electronic form

on the basis of beneficial ownership

furnished by National Securities

Depositories Ltd. (NSDL) and Central

Depositories Services (India) Limited

(CDSL) for this purpose as at the end of

29th August, 2014.

Dividend will be paid within a period of

30 days from the date of approval by the

shareholders in this meeting.

7. In terms of the provisions of the section 125

(2)(c) of the Act, the amount of dividend, which

has remained unclaimed and unpaid for a

period of 7 years from its due date of payment,

is required to be transferred to the Investor

Education and Protection Fund (IEPF),

constituted by the Central Government.

Further, the proviso to section125(3) of the Act

provides that the persons whose amount has

been transferred to IEPF shall be entitled to

get refund out of the Fund in respect of such

claims in accordance with the rules made

under this section.

8. The details of unpaid/unclaimed dividend for

the year 2007-08 onwards are as under:-

Year Amount Due Date ofin ` Transfer

2007-08 3,679,661 16.08.2015

2008-09 2,978,448 17.08.2016

2009-10 3,845,340 13.09.2017

2010-11 4,434,260 05.10.2018

2011-12 5,237,658 08.09.2019

2012-13 6,423,717 13.10.2020

Unpaid / unclaimed dividend for the year

2006-07 amounting to ` 3,307,309 has been

transferred to IEPF on 8th May, 2014.

The Ministry of Corporate Affairs (MCA) on

10th May, 2012 notified the IEPF (Uploading of

information regarding unpaid and unclaimed

amounts lying with companies) Rules, 2012

(IEPF Rules), which is applicable to the

Company. The objective of the IEPF Rules is

to help the shareholders ascertain status of

the unclaimed amounts and overcome the

NOTICE

CMYK



problems due to misplacement of intimation

thereof by post etc. In terms of the said IEPF

Rules, the Company has uploaded the

information in respect of the Unclaimed

Dividends in respect of the financial years from

2006-07, as on the date of the 56th Annual

General Meeting held on 6th September, 2013,

on the website of the IEPF, viz. www.iepf.gov.inand under “Investors Section” on the Website

of the Company viz. www.adityabirlanuvo.com

9. Details under Clause 49 of the Listing

Agreement with the Stock Exchanges in

respect of the Directors seeking appointment/

re-appointment at the Annual General

Meeting, forms an integral part of the Notice.

The Directors have furnished the requisite

declarations for their appointment/

re-appointment.

10. Electronic copy of the Notice of the 57th Annual

General Meeting of the Company inter alia

indicating the process and manner of e-voting

along with Attendance Slip and Proxy Form is

being sent to all the members whose email

addresses are registered with the Company/

Depository Participants(s) for communication

purposes unless any member has requested

for a hard copy of the same. For members

who have not registered their email address,

physical copies of the Notice of the 57th Annual

General Meeting of the Company inter alia

indicating the process and manner of e-voting

along with Attendance Slip and Proxy Form is

being sent in the permitted mode.

11. Members/Proxies should bring their

Attendance Slip sent herewith, duly filled in,

for attending the meeting.

12. Members may also note that the Notice of

the 57th Annual General Meeting and the

Annual Report for 2013-14 will also be

available on the Company’s website

www.adityabirlanuvo.com for their download.

The physical copies of the aforesaid

documents will also be available at the

Company’s Registered Office at Indian Rayon

Compound, Veraval - 362 266, Gujarat for

inspection during normal business hours on

working days, except Saturdays. Even after

registering for e-communication, members are

entitled to receive such communication in

physical form, upon making a request for the

same, by post, free of cost. For any

communication, Members may also send

requests to the Company’s investor email id:

[email protected].

13. In compliance with the provisions of section

108 of the Companies Act, 2013 and Rule 20

of the Companies (Management and

Administration) Rules, 2014, the Company is

pleased to provide members, the facility to

exercise their right to vote at the 57th Annual

General Meeting by electronic means. The

instructions in this behalf are stated on the

attendance slip and forms part of this Notice.



Place: Mumbai


NOTICE

CMYK



ANNEXURE TO THE NOTICE

EXPLANATORY STAEMENT IN RESPECT OFTHE SPECIAL BUSINESS PURSUANT TOSECTION 102 OF THE COMPANIES ACT, 2013.

Item Nos. 7 and 8

S. R. Batliboi & Co. LLP, the retiring Joint Statutory

Auditors of the Company and the Branch Auditors

for Indo Gulf Fertilisers Division at Jagdishpur and

for Jaya Shree Textiles Division at Rishra, have

expressed their inability to continue as auditors/

branch auditors for the financial year 2014-15. A

special notice has been received from a member

holding 5 lakh shares under section 115 of the

Companies Act, 2013 signifying its intention to

propose resolutions for appointment of S R B C &

Co. LLP as the Joint Statutory Auditors of the

Company and Branch Auditors as aforesaid, from

the conclusion of this Annual General Meeting to

the conclusion of the fifty eighth Annual General

Meeting to be held in the year 2015.

S R B C & Co. LLP has provided their written

consent and a certificate confirming their eligibility

to be appointed as Joint Statutory Auditors/Branch

Auditors of the Company in accordance with the

provisions of section 139 (1) of the Companies

Act, 2013.

Accordingly, the resolution as set out in this item

of the accompanying Notice is commended for the

approval of the Members.

None of the Directors or Key Managerial Personnel

(KMP) or relatives of Directors and KMP is

concerned or interested in the Resolutions at Item

Nos. 7 and 8 of the accompanying Notice.

Item Nos. 9 to 13

The Company had, pursuant to the provisions of

Clause 49 of the Listing Agreement entered with

the Stock Exchanges appointed Ms. Tarjani Vakil,

Mr. P. Murari, Mr. Subhash Chandra Bhargava,

Mr. Gian Prakash Gupta, Mr. Baldev Raj Gupta and

Mr. Tapasendra Chattopadhyay (Nominee Director)

as Independent Directors of the Company, in

compliance with the requirements of the said

Clause.

Pursuant to the provisions of section 149 of the

Companies Act, 2013 (the Act), read with the

revised Clause 49 of the Listing Agreement which

will be effective from 1st October, 2014, every listed

public Company, where the non-executive Chairman

is a promoter of the Company, is required to have at

least one-half of the directors as independent

directors (not including nominee directors).

On the recommendation of the Nomination and

Remuneration Committee, the Board has subject

to the approval of the members approved the

appointment of Ms. Tarjani Vakil, Mr. P. Murari,

Mr. S. C. Bhargava, Mr. G. P. Gupta, Mr. B. R.

Gupta as Independent Directors of the Company

for a term of five years from the date of this Annual

General Meeting i.e. 11th September, 2014 to

10th September, 2019 .

These Directors are not disqualified from being

appointed as Directors in terms of section 164 of

the Act and have given their consent to act as

Directors.

The Company has received notices in writing from

members along with the deposit of the requisite

amount under section 160 of the Act proposing

the candidatures of each of Ms. Tarjani Vakil,

Mr. P. Murari, Mr. Subhash Chandra Bhargava,

Mr. Gian Prakash Gupta and Mr. Baldev Raj Gupta

for the office of Directors of the Company.

The Company has also received declarations from

Ms. Tarjani Vakil, Mr. P. Murari, Mr. Subhash

Chandra Bhargava, Mr. Gian Prakash Gupta and

Mr. Baldev Raj Gupta that they meet with the criteria

of independence as prescribed both under sub-

section (6) of section 149 of the Act and under

Clause 49 of the Listing Agreement. In the opinion

of the Board, each of these Directors fulfil the

conditions specified in the Act and the Rules

framed thereunder for appointment as

Independent Director and they are independent

of the management.

In compliance with the provisions of section 149

of the Act, read with Schedule IV of the Act, the

appointment of these Directors as Independent

Directors is now being placed before the Members

for their approval.

Brief resume of Ms. Tarjani Vakil, Mr. P. Murari,

Mr. S. C. Bhargava, Mr. G. P. Gupta and Mr. B. R.

Gupta, nature of their expertise in specific

functional areas and names of companies in which

they hold directorships and memberships /

chairmanships of Board Committees, as stipulated

under Clause 49 of the Listing Agreement with the

Stock Exchanges, is annexed to this Notice.

NOTICE

CMYK



Copy of the draft letters for the respective

appointments of Ms. Tarjani Vakil, Mr. P. Murari,

Mr. S. C. Bhargava, Mr. G. P. Gupta and Mr. B. R.

Gupta as Independent Directors setting out the

terms and conditions of their appointment are

available for inspection by the members at the

Registered Office of the Company during normal

business working hours on any working day, except

Saturdays.

This Statement may also be regarded as a

disclosure under Clause 49 of the Listing

Agreement with the Stock Exchanges.

Ms. Tarjani Vakil, Mr. P. Murari, Mr. S. C. Bhargava,

Mr. G. P. Gupta and Mr. B. R. Gupta are interested

in the Resolutions set out respectively at Item Nos.

9 to 13 of the Notice with regard to their respective

appointments.

Save and except the above, none of the other

Directors / Key Managerial Personnel of the

Company / their relatives, is, in any way, concerned

or interested, financially or otherwise, in these

Resolutions.

The Board commends the Ordinary Resolutions

set out at Item Nos. 9 to 13 of the Notice for

approval by the shareholders.

Item No. 14

The Board of Directors of the Company (the

‘Board’), at its meeting held on 26th June, 2014

has, subject to the approval of members,

appointed Mr. Lalit Naik as Managing Director of

the Company, for a period of 5 (five) years with

effect from 1st July, 2014, as recommended by

Nomination and Remuneration Committee of the

Board.

Mr. Lalit Naik satisfies all the conditions as set out

in Part-I of Schedule V to the Act as also conditions

set out under sub-section (3) of section 196 of the

Companies Act, 2013 (the Act) for being eligible

for his appointment. Mr. Naik is not disqualified

from being appointed as a Director in terms of

section 164 of the Act.

Mr. Lalit Naik is a B. Tech. in Chemical Engineering

from the Indian Institute of Technology (IIT) Kanpur

and Master of Business Administration from IIM,

Ahmedabad. He has been with the Aditya Birla

Group since November, 2009 and has more than

two-and-a-half decades of rich professional

experience and has worked in leadership positions

in many companies.

Considering the background, competence and

experience of Mr. Lalit Naik and also his

association with the Aditya Birla Group for the last

several years and compared to the remuneration

packages of similarly placed personnel of other

corporate bodies in the country, the terms of his

remuneration as set out in the Resolution are

considered to be fair, just and reasonable,

Brief resume of Mr. Lalit Naik, nature of his

expertise, names of companies in which he holds

directorships and memberships / chairmanships

of Board / Committees, as stipulated under Clause

49 of the Listing Agreement with the Stock

Exchanges, is annexed to this Notice.

Mr. Lalit Naik may be deemed to be concerned or

interested, financially or otherwise, as it relates to

his re-appointment and remuneration payable to

him.



Company / their relatives, are, in any way,

concerned or interested, financially or otherwise,

in the Resolution set out in this item of the Notice.

The Resolution as set out in this item of the

accompanying Notice is accordingly commended

for the approval of Members.

Item Nos. 15 & 16

Mr. Sushil Agarwal was appointed as Whole-time

Director of the Company at the Annual General

Meeting of the Company held on 28th September,

2011.

The resolution passed at the aforesaid Annual

General Meeting in respect of the appointment of

Mr. Sushil Agarwal provided that he is not liable to

retire by rotation.

The shareholders whilst approving the appointment

and remuneration payable to Mr. Sushil Agarwal

at the aforesaid Annual General Meeting also

authorized the Board of Directors to revise the

terms of such appointment and remuneration.

As per section 152 of the Companies Act, 2013, at

least two-thirds of the total number of directors of

a public company shall be persons whose period

of office is liable to determination by retirement of

directors by rotation. As per the provisions of this

section, independent directors are not included to

ascertain directors liable to retire by rotation.

NOTICE

CMYK



The Board of Directors at its meeting held on

26 th June, 2014, took note of the aforesaid

provisions of the Companies Act, 2013 and

approved the modification in the terms of

appointment of Mr. Sushil Agarwal to include him

in the directors liable to retire by rotation.

All other terms and conditions relating to his

appointment and remuneration as approved at the

said Annual General Meeting of the Company shall

remain unchanged.

Mr. Sushil Agarwal is required to be re-appointed

as a Director, as his appointment is now subject to

retirement by rotation. Accordingly, a resolution to

approve the re-appointment of Mr. Sushil Agarwal

as Director of the Company is proposed as Item

No. 16 of the Notice.

Save and except Mr. Sushil Agarwal and his

relatives, to the extent of their shareholding interest,

if any, in the Company, none of the other Directors

/ Key Managerial Personnel of the Company / their

relatives are, in any way, concerned or interested,

financially or otherwise, in the resolution set out

at Item Nos. 15 and 16 of the accompanying

Notice.

The resolutions as set out in these items of the

accompanying Notice are accordingly

commended for the approval of the Members.

Item No. 17

The members of the Company at the 55th Annual

General Meeting held on 9 th August, 2012

approved by way of a Special Resolution under

section 309 of the Companies Act, 1956, the

payment of remuneration by way of commission

to the Non-Executive Directors of the Company, of

a sum not exceeding one percent per annum of

the net profits of the Company, calculated in

accordance with the provisions of the Companies

Act, 1956, for a period of five years commencing

1st April, 2012.

In view of sections 197, 198 and other relevant

provisions of the Companies Act, 2013 coming into

effect from 1st April, 2014 and taking into account

the roles and responsibilities of the directors, it is

proposed that remuneration by way of commission

be paid to the Non-Executive Directors of the

Company, of a sum not exceeding one percent of

the net profits or such other percentage of net

profits of the Company as may be permissible from

time to time, calculated in accordance with the

provisions of the Companies Act, 2013, for each

relevant financial year for a period of five years

commencing from 1st April, 2014.

The quantum of remuneration payable to each of

the Non- Executive Directors shall be fixed and

decided by the Board of Directors considering

attendance, type of meeting, preparations

required, etc.

This remuneration shall be in addition to the sitting

fees payable to the Non-Executive Directors for

attending the meetings of the Board or Committee

thereof or for any other purpose whatsoever as may

be decided by the Board, and reimbursement of

expenses for participation in the Board and other

meetings.

Accordingly, a fresh approval of the Members is

sought by way of a Special Resolution under the

applicable provisions of the Companies Act, 2013,

for payment of remuneration by way of commission

to the Non-Executive Directors as set out in the

Resolution at Item No. 17 of the Notice.

Non-Executive Directors may be deemed to be

concerned or interested in this resolution to the

extent of the remuneration that may be received

by them.



Company / their relatives is, in any way, concerned

or interested, financially or otherwise, in the

Resolution set out in this item of the Notice.

Item No.18

Section 42 of the Companies Act, 2013, read with

Rule 14 of the Companies (Prospectus and

Allotment of Securities) Rules, 2014, deals with

private placement of securities by a company. Sub-

rule (2) of the said Rule 14 states that in case of an

offer or invitation to subscribe for non-convertible

debentures on private placement basis, the

company shall obtain the previous approval of its

shareholders by means of a special resolution only

once in a year for all the offers or invitations for

such debentures during the year.

In order to augment long-term resources for

financing, inter alia, the ongoing capital expenditure

and for general corporate purposes, the Company

may offer or invite subscription for secured /

unsecured redeemable non-convertible debentures,

in one or more series / tranches on private placement

basis, issuable / redeemable at par.

NOTICE

CMYK



Accordingly, consent of the members is sought for

passing a Special Resolution as set out at Item

No. 18 of the Notice. This resolution enables the

Board of Directors of the Company to offer or invite

subscription for non-convertible debentures, as

may be required by the Company, from time to

time for a year from the conclusion of this Annual

General Meeting.

The Board commends the Special Resolution set

out at Item No. 18 of the Notice for approval by the

members.

None of the Directors / Key Managerial Personnel

of the Company / their relatives are, in any way,


in the Resolution set out at Item No. 18 of the

Notice.

Item No. 19

The existing Articles of Association (AoA) of the

Company are based on the Companies Act, 1956,

and several regulations in the existing AoA contain

references to specific sections of the Companies

Act, 1956 and some regulations in the existing AoA

are no longer in conformity with the Companies

Act, 2013 (the Act).

With the coming into force of the Act, several

regulations of the existing AoA of the Company

require alteration or deletions in several articles.

Given this position, it is considered expedient to

wholly replace the existing AoA by a new set of

Articles.

The new AoA to be substituted in place of the

existing AoA are based on Table ‘F’ of the Act which

sets out the model articles of association for a

company limited by shares.

The proposed new draft of AoA is being uploaded

on the Company’s website for perusal by the

shareholders.




in the Special Resolution set out at Item No. 19 of

the Notice.



members.

Item No. 20

In view of the significant growth in the operations

of the Company and in order to meet the

requirement of working capital (including by way

of non-fund based limits, such as limits for letter

of credit and limits for bank guarantees), the

Company has sought the approval of

shareholders to borrow over and above the

aggregate of paid-up share capital and free

reserves of the Company.

It is considered necessary to pass an enabling

resolution to authorise the Directors to create a

mortgage and / or charge on the properties of the

Company in favour of Banks, Financial Institutions,

Trustees and Other Investors etc. for securing the

requisite finances.

Since mortgaging and / or charging of the assets,

properties and / or undertakings of the

Company may be regarded as disposal thereof,

consent of the members of the Company is sought

under section 180(1)(a) of the Companies Act,

2013, as set out in Item No. 20 of the Notice.




in the Special Resolution set out at Item No. 20 of

the Notice.



members.

Item No. 21

The members of the Company at their

Extra-ordinary General Meeting held on

3rd January, 1994, approved by way of an Ordinary

Resolution under section 293(1)(d) of the

Companies Act, 1956, borrowings over and above

the aggregate of paid-up share capital and free

reserves of the Company, provided that the total

amount of such borrowings together with the

amounts already borrowed and outstanding at

any point of time shall not be in excess of ` 1,500

Crore (Rupees One Thousand Five Hundred

Crore) only over and above of the aggregate of

the paid-up capital of the Company and its free

reserves.

Section 180(1)(c) of the Companies Act, 2013

effective from 12th September, 2013 requires that

NOTICE

CMYK



the Board of Directors shall not borrow money in

excess of the Company’s paid up share capital

and free reserves, apart from temporary loans

obtained from the Company’s bankers in the

ordinary course of business, except with the

consent of the members accorded by way of a

special resolution.

It is, therefore, necessary for the members to pass

a Special Resolution under section 180(1) (c) and

other applicable provisions of the Companies Act,

2013, as set out at Item No. 21 of the Notice, to

enable to the Board of Directors to borrow money

in excess of the aggregate of the paid up share

capital and free reserves of the Company. Approval

of members is being sought to borrow money up

to ` 1,500 Crore (Rupees One Thousand Five

Hundred Crore) only, in excess of the aggregate

of the paid-up share capital and free reserves of

the Company.

None of the Directors and Key Managerial

Personnel of the Company and their relatives is


in the Resolution set out at Item No. 21.

Item No. 22.The Board, on the recommendation of the Audit

Committee, has approved the appointment and

remuneration of the Cost Auditors to conduct the

audit of the cost records of the Company for the

financial year ending 31st March, 2015, as per the

following details:

In accordance with the provisions of section 148

of the Companies Act, 2013, read with the

Companies (Audit and Auditors) Rules, 2014,

remuneration payable to the Cost Auditors has to

be ratified by the members of the Company.

Accordingly, consent of the members is sought for

passing an Ordinary Resolution as set out at

Item No. 22 of the Notice for ratification of the

remuneration payable to the Cost Auditors for the

financial year ending 31st March, 2015.




in the resolution set out at Item No. 22 of the Notice.

The Board commends the Ordinary Resolution set


members.



Place: Mumbai


Name of the Unit Product Proposed FeesAuditors (2014-15) (`)

M/s. Ashwin Solanki Indian Rayon, Veraval VFY 60,000& Associates Chemicals 60,000

M/s. R. Chakraborty Jaya Shree Textiles, Textiles 60,000& Co. Rishra

M/s. K. G. Goyal & Indo Gulf Fertilisers, Fertilisers/

Associates Jagdishpur Chemicals 85,000(Argon Gas &Surplus Ammonia)

M/s. G. N. V. & Madura Fashion and Ready Made 1,10,000Associates Life Style, Bengaluru Garments

M/s. S. S. Puranik & Aditya Birla Insulators - Insulators 1,10,000Associates Halol & Rishra Units

NOTICE

CMYK



Details of the Directors seeking appointment / re-appointment in the Annual General Meeting to be held on 11th September, 2014.

Name of theDirector

Date of Birth

Date ofAppointment

Qualification

Expertise inspecificFunctionalArea

List ofPublicLimitedCompanies(in India) inwhichoutsideDirectorshipsare held

Mrs. RajashreeBirla

15.09.1945

14.03.1996

B.A.

Industrialist

1. Grasim

Industries

Limited

2. Hindalco

Industries

Limited

3. Idea Cellular

Limited

4. Essel Mining

and

Industries

Limited

5. Aditya Birla

Health

Services

Limited

6. UltraTech

Cement

Limited

Mr. P. Murari

19.08.1934

28.01.2000

M.A.

(Economics)

IAS (Retd.)

having rich

administrative

experience

1. Aban

Offshore

Limited

2. Adayar

Gate

Hotel

Limited

3. Xpro India

Limited

4. HEG

Limited

5. Great

Eastern

Energy

Corporation

Limited

6. Bajaj Auto

Limited

7. Bajaj

Holding

and

Investment

Limited

8. Fortis

Malar

Hospital

Limited

9. Idea

Cellular

Limited

10.Pantaloons

Fashion

and Retail

Limited

Mr. S.C.Bhargava

20.07.1945

29.04.2004

B.Com. (Hons.),

F.C.A.

Ex-

Executive

Director

(Investment)

of LIC,

having rich

experience

in

investments,

treasury

management,

finance and

accounts.

1. A. K.

Capital

Services

Limited

2. OTCEI

Securities

Limited

3. Escorts

Limited

4. Swaraj

Engines

Limited

5.Jaiprakash

Asso-

ciates

Limited

6. Cox &

Kings

India

Limited

7.Jaiprakash

Power

Ventures

Limited

8. Asahi

Industries

Limited

9. Swaraj

Auto-

motives

Limited

10.Industrial

Investment

Trust

Limited

Ms. TarjaniVakil

30.10.1936

27.07.2000

M.A.

Former

Chairperson

of EXIM

Bank and

is

recognised

as one of

the

distinguished

Indian

Banker.

1. Birla

Sun Life

Insurance

Co.

Limited

2. Alkyl

Amines

Chemical

Limited

3. Idea

Cellular

Limited

Mr. G. P.Gupta

11.01.1941

27.04.2005

M.Com.

Richexperience inthe areas ofgeneralmanagement,banking,industrial andfinancialrestructuring

1. SwarajEnginesLimited

2. Birla SunLifeInsuranceCo. Limited

3. EmkayGlobalFinancialServicesLimited

4. LandmarkPropertyDevelop-ment Co.Limited

5. IdeaCellularLimited

6. EmkayInvestmentManagersLimited

7. Dighi PortLimited

8. AdityaBirla RetailLimited

Mr. B. R.Gupta

15.02.1940

28.01.2000

M.A. (English),

LL.B., FIIII

Ex-Executive

Director

(Investments)

of LIC,

having rich

experience

as an

Investment

Consultant

1. HOV

Services

Limited

2. JBF Petro-

chemicals

Limited

Mr. LalitNaik

18.10.1961

01.01.2013

IIT (Kanpur),

IIM

Business

Executive

1. Aditya

Birla

Chemicals

(I) Limited

2. TANFAC

Industries

Limited

3. Aditya

Birla

Science

and

Techno-

logy

Limited

Mr. SushilAgarwal

13.06.1963

01.06.2011

M.Com.

C.A.

Business

Executive

1. ABNL

Investment

Limited

2. Aditya

Birla

Insurance

Brokers

Limited

3. Aditya

Birla

Money

Mart

Limited

4. Aditya

Birla

Power

Company

Limited

5. BGH

Exim

Limited

6. Panta-

loons

Fashion

& Retail

Limited

Mr. B. L.Shah

31.03.1921

15.04.1975

B.Com.

Retired

Business

Executive

1. Aditya

Birla

Health

Services

Limited

2. Trapti

Trading

and

Invest-

ments

Limited

Chairman/Member ofCommittee(s)of Board ofDirectors ofthe Company

—

1. Chairman

of Investor

Relations

and

Finance

Committee

and

2. Member of

Audit

Committee

Chairperson

of Audit

Committee

Member of

Audit

Committee

Member of

Audit

Committee

— — Member

of Investor

Relations

and

Finance

Committee

NOTICE

CMYK



Details of the Directors seeking re-appointment in the Annual General Meeting to be held on 11th September, 2014. (Cont)

Name of theDirector

Mrs. RajashreeBirla

Mr. P. Murari Mr. S. C.Bhargava

Ms. TarjaniVakil

Mr. G. P.Gupta

Mr. B. R.Gupta

Mr. LalitNaik

Mr. SushilAgarwal

Mr. B. L.Shah

Chairman/Member oftheCommittee(s)of Board ofDirectors ofotherCompaniesin which he/she is aDirectora) Audit

Committee

— As a Chairman1. Aban

Offshore

Limited

2. Adayar

Gate Hotel

Limited

As a Member1. Great

Eastern

Energy

Corporation

Limited

2. Xpro India

Limited

3. Fortis Malar

Hospitals

Limited

4. Pantaloons

Fashion &

Retail

Limited

As a Member1. Idea

Cellular

Limited

2. Birla Sun

Life

Insurance

Co.

Limited

As a Chairman1. Swaraj

Engines

Limited

2. Idea

Cellular

Limited

3. Birla Sun

Life

Insurance

Co. Limited

4. Landmark

Property

Development

Co. Limited

As a Member1. Emkay

Global

Financial

Services

Limited

2. Aditya Birla

Retail

Limited

As a Chairman1. HOV

Services

Limited

2. JBF Petro-

chemicals

Limited

As a ChairmanIndustrial

Investment

Trust Limited.

As a Member1. Swaraj

Engines

Limited

2. Cox &

Kings

Limited

3. Asahi

Industries

Limited

4. Jaiprakash

Associates

Limited

5. Escorts

Limited

— As a MemberAditya Birla

Money Mart

Limited

—

b) InvestorsGrievance/RelationsCommittee

— As a ChairmanBajaj Holdings

and Investment

Limited

As a ChairmanHOV Services

Limited

As a Member1. Cox &

Kings

Limited

2. Escorts

Limited

— — —— —

Note: Pursuant to Clause 49 of the Listing Agreement, only two committees, viz., Audit Committee and Shareholders/Investor Grievance Committee,are considered.

CMYK

A SNAPSHOTAditya Birla Nuvo Limited


A S

NA

PS

HO

TVISION & MISSION

TRANSFORMATION FROM A MANUFACTURING COMPANY TO A PREMIUM CONGLOMERATE

Vision“To be a premium conglomerate building leadership in businesses

and creating value for all the stakeholders”

MissionInvesting in the promising sectorsBuilding leadership in businesses

A platform to drive synergy of resourcesDelivering best value to all the stakeholders

To be a responsible corporate citizen

Invested about USD 1.5 billion over these years to support growth

2006 : Became largest shareholder in Idea

2005 : Merger of Agri and other Financial Services in ABNL

2000 : Foray in Fashion & Lifestyle business

2001 : Foray in Life Insurance business through JV with Sun Life, Canada

2013 : Acquisition of Pantaloons

CMYK

A SNAPSHOT



A S

NA

PS

HO

T

NUVO

Agri*

Rayon*

Insulators* Jaya Shree*

*Represent Divisions ^Represent Subsidiaries $Represent Joint Ventures @JV with Sun Life Financial, Canada #Listed Note: Percentage figures indicated above represent ABNL’s shareholding in its Subsidiaries / JV’s

A USD 4 BILLION PREMIUM CONGLOMERATE

Leadership position in India Leader Top 3 Top 5

Financialservices

Telecom$ #

(23.63%)Fashion &Lifestyle

Manufacturing

Madura*

Pantaloons^ #

(67.95%)Asset Management^

(51%)@

Life Insurance^

(74%)@

NBFC^

Private Equity^

Broking (75%)^ #

Wealth Management^General Insurance Advisory (50.01%)^

CONSOLIDATED FINANCIAL SNAPSHOT

Revenue(` Crore)

EBITDA(` Crore)

Net Profit(` Crore)

15,52318,188

21,840

25,490

2013-142012-132011-122010-112009-10

CAGR 14%

25,893

2013-142012-132011-122010-112009-10

1,686

2,6853,259

4,142

4,937CAGR 31%

2013-142012-132011-122010-112009-10

155

822 8901,059

1,143CAGR 65%

• Earnings are growing at a robust CAGR.

CMYK



A S

NA

PS

HO

T

Note1 : Considering the sector dynamics and to ensure greater focus on its core businesses, Aditya Birla Nuvo divested the IT-ITeS business with

effect from 9th May 2014.

STRONG STANDALONE BALANCE SHEET SUPPORTED GROWTH

• Driving strong growth across businesses while sustaining net debt level.

• More than 2/3rd of standalone capital employed is deployed in long term investments. With Idea and BirlaSun Life Insurance declaring dividend, ABNL has started generating return on its long-term investments.

• In 2013-14, the standalone balance sheet supported capital outlay of about ` 2,500 Crore while achievingreduction in net debt by ` 434 Crore. Capital infusion, slump sale of the Carbon Black business and releaseof net working capital contributed.

• Going forward, cash flow from the divestment of IT-ITeS business will support the growth plans of ABNL.

Standalone Ratios

0.0

0.2

0.4

0.6

0.8

1.0

Net Debt/Equity (LHS)

2013-142012-132011-122010-112009-100

2

4

6

8

Net Debt/EBITDA (RHS)

4.1

3.3 3.3

0.74

0.58 0.53

2.6

0.393.7

0.68

CONSOLIDATED EARNINGS MIX - 2013-14

Financial Services 29%

Telecom38%

Fashion & Lifestyle14%

IT-ITeS1

11%Manufacturing

12%

Financial Services 26%

Telecom26%

Manufacturing14%

Fashion & Lifestyle23%

IT-ITeS1

11%

2009-10 2013-14

Financial Services -Ve 25%

Fashion & Lifestyle -Ve 28%

Telecom 8% 12%

Manufacturing 31% 10%

Return on AverageCapital Employed

Cumulative Investments fromStandalone Balance Sheet

(2009-10 to 2013-14)

~ ` 5,500 Crore

Net Working Capital~ ` 850 Crore

Long Term Investments~ ` 3,000 Crore

Capex~ ` 1,650 Crore

3,4603,142

3,8543,630

2013-142012-132011-122010-112009-10

3,196

500

1000

1500

2000

2500

3000

3500

4000

Standalone Net Debt(` Crore)

Segment Revenue` 25, 893 Crore

Segment EBIT` 2,498 Crore

CMYK

A SNAPSHOT



A S

NA

PS

HO

T ROBUST REVENUE GROWTH ACROSS THE BUSINESSESRevenue(` 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 and at ~25.3% thereafter, as per AS27.

Note3 : Represents Branded Apparels & Accessories (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Ltd.) and Textiles businesses.

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 Agri, Rayon and Insulators businesses.

Note5 : Revenue degrowth is due to discontinuance of trading in imported P&K fertilisers.

2013-142012-132011-122010-112009-10

Telecom2

12,398

15,438

19,489

22,407

26,432

2013-142012-132011-122010-112009-10

Fashion & Lifestyle3

1,825

2576

3,281

4,930

6,048

2013-142012-132011-122010-112009-10

Manufacturing4

1,9882,327

3,255

4,1553,678

5

2013-142012-132011-122010-112009-10

Financial Services1

5,860

6,3046,542

6,3786,640

CMYK



A S

NA

PS

HO

TSOUND GROWTH IN PROFITABILITY ACROSS THE BUSINESSESEBITDA(` 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 up to

1st March 2010 and at ~ 25.3% thereafter, as per AS27.

Note3 : Represents Branded Apparels & Accessories (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Ltd.) and Textiles businesses.

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 Agri, Rayon and Insulators businesses.

Note5 : Profitability impacted mainly due to 41 days shutdown in the urea plant for annual turnaround.

2013-142012-132011-122010-112009-10

Financial Services1

-231

544

661819 799

2013-142012-132011-122010-112009-10

Telecom2

3,621 3,903

5,135

6,091

8,560

2013-142012-132011-122010-112009-10

Fashion & Lifestyle3

66

235339

466

573

2013-142012-132011-122010-112009-10

Manufacturing4

426 420 406446 3835


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PROFIT AND LOSS ACCOUNT 2013-14 2012-13 2011-12 2010-11 2009-10USD Million13 ` Crore ` Crore ` Crore ` Crore ` Crore

Financial Services 1,107 6,640 6,283 6,384 6,121 5,714Life Insurance 784 4,702 5,037 5,691 5,534 5,309

Other Financial Services1 325 1,948 1,258 702 596 416

Elimination (2) (11) (12) (8) (10) (10)

Fashion & Lifestyle 1,008 6,048 4,930 3,281 2,576 1,825Branded Apparels & Accessories 793 4,759 3,802 2,243 1,811 1,251

Textiles (Linen Yarn & Fabric, Worsted Yarn & Wool Tops) 217 1,300 1,144 1,046 774 577

Elimination (2) (11) (16) (8) (9) (2)

Telecom2 1,111 6,669 5,662 4,933 3,918 3,331IT-ITeS3 483 2,898 2,466 2,082 1,692 1,530Manufacturing 613 3,678 4,155 3,255 2,327 1,988

Agri (Fertilisers, Agro-Chemicals & Seeds) 385 2,313 2,924 2,107 1,244 1,022

Rayon (Viscose Filament Yarn, Caustic Soda and Allied Chemicals) 143 860 777 680 565 538

Insulators 84 505 454 468 518 428

Carbon Black4 — — 2,036 1,943 1,588 1,161Inter-segment elimination (7) (39) (42) (37) (34) (25)

Revenue 4,316 25,893 25,490 21,840 18,188 15,523EBITDA 823 4,937 4,142 3,259 2,685 1,686Less : Depreciation and Amortisation 268 1,609 1,295 1,092 941 866

EBIT 555 3,328 2,847 2,167 1,745 820Less : Finance Costs related to NBFC 124 742 456 202 112 80

Less : Other Finance Costs 137 820 865 636 438 582

Earnings before Tax and Exceptional Items 294 1,767 1,526 1,330 1,195 158Add : Exceptional Gain / (Loss)5 1 5 — (104) (104) —

Less : Tax Expenses 92 550 342 216 183 114

Net Profit / (Loss) before Minority Interest 204 1,222 1,184 1,010 908 44Less : Minority Interest and Share in (Profit) / Loss of Associates 13 79 125 120 86 (111)

Net Profit / (Loss) 190 1,143 1,059 890 822 155

BALANCE SHEET 2013-14 2012-13 2011-12 2010-11 2009-10USD Million13 ` Crore ` Crore ` Crore ` Crore ` Crore

Net Fixed Assets (Including Capital Advances and CWIP) 2,174 13,045 10,677 9,354 8,840 6,942

Goodwill 830 4,982 4,825 3,177 3,042 2,939

Life Insurance Investments 4,127 24,764 22,929 21,110 19,760 16,130

Long term Investments 68 410 354 319 289 254

NBFC Lending 1,925 11,550 8,000 3,425 1,850 900

Cash Surplus & Current Investments6 182 1,089 2,415 1,518 1,261 1,243

Net Working Capital 122 730 1,773 1,497 451 578

Total Funds Utilised 9,428 56,569 50,974 40,399 35,493 28,985Net Worth 1,865 11,189 9,384 7,517 6,678 5,475

Life Insurance Policyholders’ Fund7 3,926 23,557 21,576 19,964 18,977 15,652

Total Debt 1,816 10,893 11,778 9,328 7,763 6,710

NBFC borrowings 1,608 9,647 6,867 2,973 1,538 722

Minority Interest 130 778 940 301 278 186

Deferred Tax Liabilities (Net) 84 504 428 317 259 241

Total Funds Employed 9,428 56,569 50,974 40,399 35,493 28,985

RATIOS AND STATISTICS Unit 2013-14 2012-13 2011-12 2010-11 2009-10Interest Cover (EBITDA8 / Finance Costs9) x 5.1 4.3 4.8 5.9 2.8

Net Debt to Equity (Net Debt10 / Net Worth) x 0.9 1.0 1.0 1.0 1.0

Net Debt to EBITDA (Net Debt10 / EBITDA8) x 2.3 2.5 2.6 2.5 3.4

ROACE (EBIT11 / Average Capital Employed12) % 11.3 12.0 12.1 11.8 5.5

ROAE (Net Profit / Average Net Worth) % 11.1 12.5 12.5 13.5 2.8

Basic Earnings Per Share (Weighted Average) ` 92.1 (USD 1.5) 93.2 78.4 77.6 15.4

Book Value per Equity Share ` 860 (USD 14.3) 781 662 586 529

No. of Equity Shareholders Number 142,260 146,139 146,636 153,896 158,163

Closing Share Price as on 31st March (NSE) ` 1,091 (USD 18.2) 976 945 814 906

Market Capitalisation (NSE) ` Crore 14,196 (USD 2.4 billion) 11,727 10,723 9,244 9,336

Note1 : Include Asset Management, NBFC, Private Equity, Broking, Wealth Management & General Insurance Advisory. Asset Management business has been proportionately consolidatedat 50%, being a 50:50 Joint Venture till 9th October 2012 and thereafter consolidated as subsidiary since Aditya Birla Financial Services holds 51% w.e.f. 10th October 2012

Note2 : Represents ABNL’s share. Being a joint venture, Idea has been consolidated at 27.02% from 12th August, 2008 upto 1st March, 2010 and at ~25.3% thereafter, as per AS-27.

Note3 : ABNL IT & ITES Ltd., a wholly owned subsidiary of ABNL, divested Aditya Birla Minacs w.e.f. 9th May 2014

Note4 : The Carbon Black business has been divested through slump sale w.e.f. 1st April 2013

Note5 : Exceptional Gain / (Loss) in 2013-14 includes loss of ` 19 Crore on impairment of goodwill relating to investments in broking and wealth management businesses and gain of` 24 Crore on slump sale of Carbon Black business.

Note6 : Cash Surplus & Current Investments include cash & bank balances and fertilisers bonds Note7 : Including Fund for Future Appropriations

Note8 : EBITDA less finance costs related to NBFC Note9 : Excluding finance costs related to NBFC

Note10 : Total Debt (excluding NBFC borrowings) less Cash Surplus & Current Investments Note11 : EBIT less finance costs related to NBFC

Note12 : Capital Employed excluding Life Insurance Policyholders’ Fund and NBFC borrowings Note13 : 1 USD = ` 60 ; 10 Million = 1 Crore

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PROFIT AND LOSS ACCOUNT 2013-14 2012-13 2011-12 2010-11 2009-10USD Million5 ` Crore ` Crore ` Crore ` Crore ` Crore

Revenue 1,337 8,020 9,754 8,433 6,447 4,827

EBITDA 208 1,246 1,116 1,050 960 835

Less : Finance Costs 44 267 360 313 271 334

Earnings before Depreciation and Tax 163 979 756 737 689 500

Less : Depreciation and Amortisation 33 199 219 203 194 180

Earnings before Tax and Exceptional Items 130 780 537 534 495 320

Add : Exceptional Gain/ (Loss)1 4 24 — (104) — —

Earnings before Tax 134 804 537 430 495 320

Less : Tax Expenses 22 130 114 85 115 37

Net Profit 112 674 423 345 380 283

Less : Dividend (Including Corporate Tax on Dividend) 16 98 78 68 73 59

Retained Profit 96 576 345 277 307 224

BALANCE SHEET 2013-14 2012-13 2011-12 2010-11 2009-10USD Million5 ` Crore ` Crore ` Crore ` Crore ` Crore

Net Fixed Assets (Including Capital Advances and CWIP) 311 1,866 2,226 1,976 1,858 1,815

Long Term Investments 1,325 7,952 5,857 5,598 5,424 5,436

Cash Surplus & Current Investments2 93 557 353 707 146 180

Net Working Capital 262 1,574 2,556 2,117 1,433 1,049

Capital Employed 1,992 11,949 10,992 10,398 8,862 8,480

Share Capital 22 130 120 114 114 103

Share Warrants — — 224 — — 142

Reserves and Surplus 1,330 7,978 6,510 5,565 5,287 4,416

Net Worth 1,351 8,108 6,854 5,679 5,401 4,662

Total Debt 626 3,753 3,983 4,561 3,287 3,640

Deferred Tax Liabilities (Net) 15 88 155 158 174 178

Capital Employed 1,992 11,949 10,992 10,398 8,862 8,480

RATIOS AND STATISTICS Unit 2013-14 2012-13 2011-12 2010-11 2009-10

Interest Cover (EBITDA / Finance Costs) x 4.7 3.1 3.4 3.5 2.5

ROACE (EBIT/ Average Capital Employed) % 9.1 8.4 8.8 8.8 7.6

ROACE3 (Excluding Long Term Investments) % 17.1 15.0 18.7 23.5 19.0

ROAE (Net Profit/ Average Net Worth) % 9.0 6.8 6.2 7.5 6.5

Net Debt to Equity (Net Debt4 / Net Worth) x 0.39 0.53 0.68 0.58 0.74

Net Debt to EBITDA (Net Debt4 / EBITDA) x 2.6 3.3 3.7 3.3 4.1

Dividend per Equity Share ` 7.0 (12 Cents) 6.5 6.0 5.5 5.0

Dividend Payout including Tax (as % to Net Profit) % 14.5 18.5 19.7 19.1 21.0

Basic Earnings Per Share (EPS) (Weighted Average) ` 54.3 (91 Cents) 37.2 30.4 35.8 28.8

Cash EPS (Weighted Average) ` 64.9 (USD 1.1) 56.3 47.0 53.7 46.5

Book Value per Equity Share ` 623 (USD 10.4) 570 500 476 453

Capital Expenditure (Net) ` Crore 401 (USD 67 million) 449 304 240 256

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

Note3 : (EBIT excluding Dividend Income) / (Average of Capital Employed less Long Term Investments)

Note4 : Total Debt less Cash Surplus & Current Investments.

Note5 : 1 USD = ` 60 ; 10 Million = 1 Crore

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Aditya Birla Nuvo LimitedMANAGEMENT DISCUSSION AND ANALYSISM

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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.

Indian economy: GDP growth slows down

During fiscal 2013-14, the Indian economy witnessedmany challenges, mainly by way of persistently highinflation and high interest rates, which led to slowdown in consumption and investment demand. Thesteep depreciation of the Indian Rupee added to theproblem. Having grown at high single digit over thepast few years, India’s GDP growth slowed inCY2013 to a decade’s low of 4.4%.

The Reserve Bank of India hiked the repo rate by75 bps over the past 8 months to contain thepersistently high inflation. WPI inflation moderatedto 5.2% in April 2014. However, CPI inflationremained high at 8.6%.

During the year, the Government of India and theReserve Bank of India have taken substantivemeasures to narrow the external and fiscalimbalances, tighten monetary policy, move forwardon structural reforms and address market volatility.The current account deficit has been lowered,following a pick-up in exports in recent months andmeasures to curb gold imports.

Going forward, India’s GDP growth is expected toimprove to 5.4% in CY 2014 (Source: InternationalMonetary Fund). A stable government, strongglobal growth, improving export competitivenessand implementation of recently approvedinvestment projects are expected to be the keycontributing factors.

Aditya Birla Nuvo Ltd.: A USD 4 billionconglomerateIt has been more than a decade since Aditya BirlaNuvo Ltd. (‘ABNL’ or ‘the Company’) commencedits transformational journey from a smallmanufacturing company to what is now a USD 4billion premium conglomerate. With its presenceacross the Financial Services, Fashion & Lifestyle,Telecom and Manufacturing businesses, ABNL’sportfolio is truly a mirror image of Indian economy.Most of the businesses of ABNL are leaders in theirrespective sectors.

In fiscal 2013-14, the Company made significantstrides in the following key focus areas:

• Fortifying leadership position across thebusinesses,

•· Exiting from sub scale businesses to ensuregreater focus on other businesses,

• Strengthening of the balance sheet.

Fortifying leadership position across thebusinessesIn line with the Aditya Birla Group’s philosophyof attaining a leadership position in the sectorsin which it operates, the Company hasstrengthened its leadership position across mostof its businesses. The business wise highlightsare as follows :

� Aditya Birla Financial Services• Ranks among the top 5 fund managers

in India, excluding LIC.

• Funds under management at USD 20.4billion (` 122,362 Crore), grew year-on- yearby 14%.

• Lending book in the NBFC businessreached USD 2 billion (` 11,550 Crore) mark– registering a 44% year on year growth.

• Reported revenue at USD 1.1 billion(` 6,640 Crore) and Earnings before Taxat USD 124 million (` 745 Crore).

• Generated return on average capitalemployed of 25% per annum.

• Trusted by about 5 million customers,ABFS has a strong nation-wide presencethrough about 1,500 branches / points ofpresence and around 130,000 agents /channel partners.

� Fashion & Lifestyle (Madura, Pantaloonsand Jaya Shree)• ABNL’s Fashion & Lifestyle business is the

largest branded apparel player in Indiaselling two branded apparels everysecond.

• Reported revenue at USD 1 billion(` 6,048 Crore) and EBITDA at aboutUSD 100 million (` 573 Crore).

• Launched new stores at the run rate ofone store per day.

• The nation-wide reach of Madura,Pantaloons and Jaya Shree, combinedtogether, stands expanded to 1,750exclusive brand outlets / stores spanningacross 4.3 million square feet.

• Generated return on average operatingcapital employed of 28% per annumdriven by strong earnings and workingcapital management.

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� Telecom (Idea Cellular)• Idea has been the biggest revenue market

share gainer in India over the past 5 years.

• Idea is the seventh largest mobiletelecommunications company in the world(based on operations in a single country)in terms of the number of subscribers(Source : WCIS, December 2013).

• It ranks 3rd in India in terms of revenuemarket share which grew from 15.7% to16.6%1 in past one year.

• Serving a large customer base of 135.8million subscribers as on 31st March 2014.

• Idea is a USD 8 billion company by marketcap (` 48,038 Crore as on 26th June 2014)and USD 4.4 billion (` 26,432 Crore for2013-14) company by revenue size.

• Idea is generating strong cash profit, isdistributing dividends and has a soundbalance sheet to support its growth plans.

• ROACE grew from 10% per annum to12% per annum.

� Manufacturing (Agri, Rayon and Insulators):

• Generated combined revenue ofUSD 615 million (` 3,678 Crore) andEBITDA of USD 64 million (` 383 Crore).

• Earnings in the Agri business wereimpacted by the discontinuance oftrading in imported P&K fertilisers and a41 day shutdown of the Urea plant forannual turnaround. The urea plantresumed full operations on 8th April 2014.In fiscal 2014-15, the business will benefitfrom higher fixed cost reimbursement, asper the Government policy, and fromenergy savings initiatives.

• The Rayon business recorded its highest everearnings led by expanded capacity andimproved VFY and ECU realisations. The newsuperfine unit attained full capacity utilisationin the last quarter of fiscal 2013-14. Thecomplete benefit of the new capacity willaccrue in fiscal 2014-15.

• Driven by increased volumes, higherrealisation and enhanced yield, the Insulatorsbusiness posted improved earnings.

Exit from sub scale businesses to ensuregreater focus on other businesses

• Considering the sector dynamics, and in order

to ensure greater focus on other businesses,

your Company has divested the Carbon Black

business with effect from 1st April 2013 and the

IT-ITeS business with effect from 9th May 2014 at

the Enterprise Value of approx. USD 240 million

and USD 260 million respectively subject to

working capital adjustments.

• The divestment proceeds have and will

support the balance sheet and the growth

plans of ABNL.

Strengthening of the balance sheet

• The standalone balance sheet supported an

investment and capex outlay of about ` 2,500

Crore in 2013-14, yet achieved a reduction in

net debt by ` 434 Crore. The divestment of the

Carbon Black business and the equity infusion

by promoters strengthened the Company’s

balance sheet. Dividend income / buy back

proceeds of about ` 320 Crore received from

Birla Sun Life Insurance and Idea cellular

coupled with the release of net working capital

mainly in the Agri business also contributed.

• Standalone Net Debt to EBITDA improved

year-on-year from 3.3 times to 2.6 times and

Net Debt to Equity from 0.53 times to 0.39 times.

• Proceeds from the divestment of IT-ITeS

business will further support the growth plans

of the Company.

Robust earnings growth

Even under the testing macro-economic

environment, ABNL has posted strong earnings

growth, despite earnings pressure in some of its

businesses. This reflects the strength of its

conglomerate model.

• Posted consolidated revenue of ̀ 25,893 Crore.

• Attained highest ever consolidated EBITDA at

` 4,937 Crore – growing year on year by 19%.

• Consolidated Net Profit at ` 1,143 Crore grew

by 8% over the previous year. Before one-off

items, net profit rose by 16% to ` 1,226 Crore.

Note1: Based on gross revenue for UAS & Mobile licenses, for January-March 2014 quarter, as released by Telecom Regulatory Authority of India (“TRAI”)

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Note1 : Exceptional items represent loss of ` 19 Crore on impairment of goodwill relating to investments in the broking and the wealth

management businesses and gain of ` 24 Crore on slump sale of the Carbon Black business.

Consolidated Profit and Loss Account (` Crore)

2012-13 2013-14

Revenue 25,490 25,893EBITDA 4,142 4,937Less: Depreciation and Amortisation 1,295 1,609

Earnings Before Interest and Tax (EBIT) 2,847 3,328Less: Finance Costs related to NBFC 456 742

Less: Other Finance Costs 865 820

Earnings Before Tax and Exceptional Items 1,526 1,767Add: Exceptional Gain/(Loss)1 – 5

Earnings Before Tax 1,526 1,772Less: Tax Expenses 342 550

Less: Minority Interest and Share of (Profit)/Loss of associates 125 79

Consolidated Net Profit 1,059 1,143Consolidated Net Profit (before exceptional items and one-time CCDs interest charge) 1,059 1,226

2013-142012-132011-12

Revenue (USD 4.3 billion)

25,893

21,840

25,490

(` Crore)

2%

2013-142012-132011-12

Net Profit (USD 190 million)

890

1,143

1,059

(` Crore)

8%

EBITDA (USD 823 million)

3,259

4,142

(` Crore)

2013-142012-132011-12

4,937

19%

The financial results are not strictly comparable with the previous year on account of the slump sale of

the Carbon Black business with effect from 1st April 2013 and consolidation of the Pantaloons business

with effect from 1st July 2012.

Consolidated Earnings

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Consolidated revenue at ` 25,893 Crore grew

year-on-year by 2%. Ex-Carbon Black, which was

divested w.e.f. 1st April 2013, revenue grew by 10%.

• The private sector’s total new business

premium de-grew by 5%. Given the adverse

macro-economic environment and product

transition to meet regulatory guidelines, sales

growth was impacted across the industry.

BSLI’s revenue de-grew by 7% to ̀ 4,702 Crore.

• Revenue of other financial services surged by

55% to ` 1,948 Crore led by the NBFC

business. The revenue of NBFC business grew

by 68% to ` 1,203 Crore in line with growth in

its lending book.

• The combined revenue of the Fashion &

Lifestyle business soared by 23% to ` 6,048

Crore led by Madura Fashion & Lifestyle. Driven

by stores expansion and like-to-like stores sales

growth, Madura’s revenue rose by 28% to

` 3,226 Crore. Pantaloons Fashion & Retail Ltd.

reported revenue at ̀ 1,661 Crore. The revenue

of Jaya Shree Textiles grew by 14% to ` 1,300

Crore driven by expansion led volume growth

and higher realisation in the linen segment.

• In the Telecom business, a strong 11% growth

in total minutes on network and a 7% rise in

average realisation per minute led to an 18%

growth in the top-line at ` 26,432 Crore

(ABNL’s share : ` 6,669 Crore).

• The IT-ITeS business posted 18% revenue

growth driven by both existing and new clients

and favourable currency movement.

• The combined revenue of the manufacturing

businesses (Agri, Rayon & Insulators) de-grew

by 11% to ` 3,678 Crore mainly due to the

discontinuance of trading in imported P&K

fertilisers and a 41 day shutdown of the Urea

plant for annual turnaround.

Consolidated EBITDA rose by 19% from ` 4,142

Crore to ` 4,937 Crore. The Fashion & Lifestyle and

Telecom businesses were the largest contributors

posting EBITDA growth of 23% and 41% respectively.

Consolidated depreciation grew by 24% to ` 1,609

Crore largely in the Telecom business on account of

network expansion and in the Pantaloons business

on account of stores expansion and refurbishments.

Consolidated Revenue - Segmental (` Crore)

2012-13 2013-14Financial Services 6,283 6,640

Life Insurance 5,037 4,702

Other Financial Services1 1,258 1,948

Elimination (12) (11)

Fashion & Lifestyle 4,930 6,048Branded Apparels and Accessories2 3,802 4,759

Textiles 1,144 1,300

Inter-segment Elimination (16) (11)

Telecom3 5,662 6,669IT-ITeS4 2,466 2,898Manufacturing5 4,155 3,678Carbon Black6 2,036 –Inter-segment Elimination (42) (39)

Consolidated Revenue 25,490 25,893

Note1: Other Financial Services include Asset Management (proportionately consolidated at 50%, being a 50:50 JV till 9th October, 2012, and

thereafter consolidated as subsidiary since Aditya Birla Financial Services holds 51% w.e.f. 10th October, 2012), NBFC, Private Equity,

Broking, Wealth Management & General Insurance Advisory.

Note2: Represents Madura Fashion & Lifestyle (division of ABNL) and Pantaloons Fashion & Retail Limited (subsidiary of ABNL). In 2012-13, nine

months financials of Pantaloons business are included pursuant to its acquisition with effect from the appointed date, i.e., 1st July, 2012.

Note3: Represents ABNL’s share in Idea’s earnings. Being a joint venture, Idea is consolidated at ~25.3% as per AS-27.

Note4: Divested w.e.f. 9th May 2014.

Note5: Manufacturing includes Agri, Rayon and Insulators businesses.

Note6: Divested through slump sale w.e.f. 1st April, 2013.

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Consolidated EBIT surged by 17% from ` 2,847

Crore to ` 3,328 Crore.

• In the Life Insurance Business, segment EBIT

de-grew from ` 542 Crore to ` 371 Crore.

• Higher profitability in other Financial Services

was driven by AUM growth in the Asset

Management business and expansion of the

lending book in the NBFC business.

• In the Fashion & Lifestyle business, strong

28% sales growth of Madura and 23% revenue

growth in the linen segment of Jaya Shree

augmented earnings. Pantaloons is in the

investment phase and hence reported a loss

at the segment EBIT level.

• In the Telecom business, segment EBIT grew

by 51% to ` 3,814 Crore (ABNL’s share: ` 962

Crore) led by robust voice and data usage,

improved voice realisation, scale benefits and

cost efficiencies.

• Revenue growth and favourable foreign

exchange movement improved profitability in

the IT-ITeS business.

• In the manufacturing businesses, segment

EBIT of the Rayon business grew by 12% to

` 172 Crore driven by expansion led volume

growth and higher realisations in the VFY and

the Chemicals segments. Lower profitability

in the Agri business was on account of

planned annual maintenance shutdown for

41 days and discontinuance of trading in

imported P&K fertilisers. Segment EBIT of the

Insulators business grew by 54% to ̀ 61 Crore

on account of increased volumes, higher

realisation and enhanced yield.

(` Crore)

Segment EBIT as per Accounting Standard (“AS”)-17 2012-13 2013-14

Financial Services 706 725Life Insurance 542 371

Other Financial Services1 165 354

Fashion & Lifestyle 299 341Branded Apparels and Accessories2 170 199

Textiles 129 141

Telecom3 639 962IT-ITeS4 164 181Manufacturing5 369 289Carbon Black6 93 –Segment EBIT as per AS–17 2,270 2,498Add: Unallocated Income/(Expenses) (Net) 8 19

Add: Finance Costs related to NBFC7 456 742

Add: Consolidated Interest Income (Excluding Interest Income of NBFC)7 113 70

Consolidated EBIT 2,847 3,328

Note1: Other Financial Services include Asset Management (proportionately consolidated at 50%, being a 50:50 JV till 9th October, 2012 and

thereafter consolidated as subsidiary since Aditya Birla Financial Services holds 51% w.e.f. 10th October, 2012), NBFC, Private Equity,

Broking, Wealth Management & General Insurance Advisory. In accordance with AS-17 on ‘Segment Reporting’, finance cost of NBFC

business is reduced from segment EBIT.

Note2: Represents Madura Fashion & Lifestyle (division of ABNL) and Pantaloons Fashion & Retail Limited (subsidiary of ABNL). In 2012-13, nine

months financials of Pantaloons business are included pursuant to its acquisition with effect from the appointed date, i.e., 1st July 2012.

Note3: Represents ABNL’s share in Idea’s earnings. Being a joint venture, Idea is consolidated at ~25.3% as per AS-27.

Note4: Divested w.e.f. 9th May 2014.

Note5: Manufacturing includes Agri, Rayon and Insulators businesses.

Note6: Divested through slump sale w.e.f. 1st April, 2013.

Note7 : 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.

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Finance costs related to the NBFC business

increased in line with the growth in its lending

book. Other finance costs was lower from

` 865 Crore to ̀ 820 Crore mainly on account

of the divestment of the Carbon Black

business and release of net working capital

in the Agri business owing to the


fertilisers. This was partly offset by a one-time

interest cost of ` 88 Crore relating to the

compulsory convertible debentures (CCDs)

of Minacs. To aid the balance sheet of

Minacs, a sum of ` 250 Crore was raised

through CCDs in January 2010. Owing to the

divestment of Minacs, these CCDs have been

redeemed in March 2014 along with net

redemption interest outgo (mainly pertaining

to earlier years) of ` 88 Crore. This one-time

interest charge has been recognized in the

consolidated financials of ABNL in 2013-14.

Exceptional items represent a gain of ` 24

Crore from the slump sale of the Carbon Black

business. This was partly offset by a loss of

` 19 Crore on impairment of goodwill relating

to investments in the broking (Aditya Birla

Money) and the wealth management (Aditya

Birla Money Mart) businesses.

Tax expenses increased mainly on account

of improved profitability in the standalone

financials, Telecom and NBFC businesses.

ABNL’s consolidated net profit grew by 8%

from ` 1,059 Crore to ` 1,143 Crore. Adjusted

net profit (before exceptional gain/loss and

one-time interest cost of ` 88 Crore) is up by

16% at ` 1,226 Crore.

Consolidated Balance Sheet (` Crore)

March March2013 2014

Net Worth 9,384 11,189

Total Debt 11,778 10,893

NBFC Borrowings 6,867 9,647

Minority Interest 940 778

Deferred Tax Liabilities (Net) 428 504

Capital EmployedCapital EmployedCapital EmployedCapital EmployedCapital Employed 29,397 33,012Life Insurance Policyholders’ Funds

(Including Funds for Future Appropriation) 21,576 23,557

Total Funds Employed 50,974 56,569Net Fixed Assets (Including Capital Advances & CWIP) 10,677 13,045

Goodwill 4,825 4,982

Long term Investments 354 410

Life Insurance Investments 22,929 24,764

Policyholders’ Investments 21,559 23,435Shareholders’ Investments 1,371 1,329

NBFC Lending 8,000 11,550

Net Working Capital 1,773 730

Cash Surplus & Current Investments1 2,415 1,089

Total Funds Utilised 50,974 56,569Book Value per Equity Share (`) 781 860Net Debt2/EBITDA (x) 2.5 2.3

Net Debt2/Equity (x) 1.00 0.88

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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Consolidated balance sheet

Net worth is up by ` 1,805 Crore to ` 11,189 Crore

led by capital infusion of ` 671 Crore by the

promoters and profit earned during the year.

Net debt excluding NBFC borrowings increased

from ` 9,363 Crore to ` 9,804 Crore mainly due to

the Telecom business while the standalone balance

sheet achieved a reduction in net debt by ` 434

Crore. Net Debt in the Telecom business rose by

` 7,358 Crore (ABNL’s share: ̀ 1,857 Crore) to fund

the spectrum acquisition cost of ` 10,424 Crore

during the recently concluded auctions in the

900 MHz and 1800 MHz bands.

Borrowings related to the NBFC business grew in

line with its lending book growth.

Deferred tax liabilities have increased primarily in

the Telecom business.

Minority interest decreased from ` 940 Crore to

` 778 Crore mainly on account of purchase of an

additional 17.87% stake in Pantaloons from minority

shareholders during the open offer.

Net fixed assets have increased due to capital

expenditure primarily in the Telecom,

Manufacturing and Fashion & Lifestyle businesses.

Goodwill is higher resulting from the acquisition of

an additional stake in the Pantaloons business.

The increase in long-term investments represents

the sponsor commitment of ABNL towards Aditya

Birla Private Equity Funds.

Lending book of the NBFC business has grown

by 44% to ` 11,550 Crore.

Net working capital is lower mainly on account of

the divestment of the Carbon Black business and


fertilisers in the Agri business.

Cash Surplus and Current Investments are lower

mainly due to utilization of current investments of

` 800 Crore lying in the books of Pantaloons

subsidiary as on 31st March 2013 for repayment of

its debt in April 2013.

Standalone Balance SheetTo meet its growth capital requirements, the Company

had issued 16.5 million warrants in May 2012 to

Promoters / Promoter Group on a preferential basis

after being approved by the shareholders. Of the

planned equity infusion of about ` 1,500 Crore,

a sum of ` 832 Crore was received in fiscal 2012-13

as 25% application money and on conversion of

6.7 million warrants. During 2013-14, the balance

9.8 million warrants were converted into equity shares

for ` 671 Crore in November 2013.

Led by the equity infusion and the divestment of

the Carbon Black business, standalone balance

sheet supported an investment and capex outlay

of about ` 2,500 Crore in 2013-14, yet achieved

reduction in net debt by ` 434 Crore.

Standalone Net Debt to EBITDA improved from

3.3 times to 2.6 times and Net Debt to Equity

improved from 0.53 times to 0.39 times.

Over the past five years, ABNL has invested more

than ` 5,500 Crore as long-term investments,

Capex and working capital to fund the growth of

its businesses. However, the net debt has remained

at a similar level while earnings have grown

multifold leading to healthy balance sheet and

financial ratios.

A report on the business-wise performance and

outlook follows.

FINANCIAL SERVICES (ADITYA BIRLAFINANCIAL SERVICES)The economic environment in 2013-14 was

characterized by persistently high interest rates

and inflation coupled with a decline in the GDP

growth rate. This had an adverse impact on

demand and growth of financial services and

products in the country. Lower consumer

confidence along with weak financial markets

affected the customer’s ability to commit for the

long term. The volatility in the macro-economic

scenario may continue in the short run. However,

the long term growth prospects of the financial

services sector remains intact.

India has one of the highest household savings

rates in the world. Household savings in India as a

percentage of GDP have been rising. A large

proportion of financial savings is being deployed

in bank deposits. This offers a huge potential

market for non-bank financial services and

products. In addition, favourable demographics

viz., a large growing young population, an

expanding middle class and rising per capita

income signal robust long-term growth prospects

for the Indian financial services sector.

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Aditya Birla Financial Services (“ABFS”) has

created a significant presence in the Indian

financial services industry and is well positioned

to tap sector growth opportunities. Even though it

is a non bank player at present, ABFS ranks among

the top 5 fund managers in India, excluding LIC.

Its assets under management surged year- on-year

by 14% to USD 20.4 billion (` 122,362 Crore). It is

among the top 5 private life insurers in India in

terms of funds under management. Its asset

management business is the 4th largest in the

country. It is a large player in the NBFC space

having a lending book of about USD 2 billion

(` 11,550 Crore) and growing. Anchored by about

13,000 employees and trusted by about 5 million

customers, ABFS has a nation-wide reach through

about 1,500 points of presence and around

130,000 agents / channel partners.

Additionally backed by a large customer base, a

talented human resource pool, proven track record

of product innovation, customer centric approach

and superior investment performance, Aditya Birla

Financial Services also enjoys a strong parentage

brand equity.

In 2013-14, Aditya Birla Financial Services attained

growth in most of its business segments, except

the Life Insurance business. Its consolidated

revenue at USD 1.1 billion (` 6,640 Crore) grew

year-on-year by 4%. Revenue of the NBFC and the

Asset Management businesses rose by 68% and

24% respectively. However, the life Insurance

business witnessed a de-growth in premium income.

Earnings before tax of ABFS were marginally lower

from ` 761 Crore to ` 745 Crore consequent to

lower profitability in the Life Insurance business.

The NBFC and the Asset Management businesses

recorded an impressive growth in profitability.

It generated a healthy return on average capital

employed of 25% per annum.

To expand its financial services offerings, Aditya

Birla Nuvo had applied for a banking license under

the recent RBI guidelines. RBI has presently given

licenses to only two players but has proposed a

framework for universal as well as differentiated

banking licenses. The Company believes that the

banking sector will be a strategic fit for the financial

services business as the sector will be both a

contributor and a beneficiary of the economic

growth in India.

Aditya Birla Financial Services will continue to

evaluate future growth opportunities in the financial

services space including banking.

(` Crore)

Aditya Birla Financial Services1 2012-13 2013-14

RevenueBirla Sun Life Insurance 5,037 4,702

Aditya Birla Finance 715 1,203

Birla Sun Life Asset Management 405 502

Aditya Birla Insurance Brokers 57 82

Aditya Birla Money 84 75

Aditya Birla Money Mart 76 66

Aditya Birla Capital Advisors 24 23

Others / (Elimination) (20) (13)

Total Revenue 6,378 6,640EBITDA22222 819 799

Earnings Before Tax3

761 745

Net Profit 672 584

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.

Note 3 : Before exceptional loss of ` 19 Crore on impairment of goodwill relating to investments in broking and wealth management businesses.

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Life Insurance (Birla Sun Life InsuranceCompany Limited)Industry OverviewThe Indian Life insurance industry currently

comprises 23 life insurers and one public sector

life insurer – LIC. The top 7 out of 23 private players

contributed to 74% of the private sector’s total new

business premium1 in 2013-14.

In 2013-14, the industry’s new business premium1

was up by 3% to ` 59,041 Crore. LIC grew by 8%

while private players de-grew by 5%. Consequently,

the share of private players in the total pie declined

from 40% to 37%. In terms of Individual Life new

business1, private life insurers as well as LIC de-grew

by 3%. (Source: IRDA, www.irda.gov.in). Given the

macro-economic environment and product transition

to meet regulatory guidelines, sales growth across

the industry was impacted.

Following major regulatory changes in 2009, there

has been a perceptible slowdown in the industry.

However, this has given an opportunity to existing

insurance players to review their operating models

to drive towards higher efficiencies and focus on

more balanced growth objectives.

Performance Review

Birla Sun Life Insurance (“BSLI”) completed its

14th year of successful operations against the back

drop of a challenging sector environment. It ranked

7th among private players with 7.6% market share

in terms of new business premium1 for 2013-14

[Source: IRDA, www.irda.gov.in]. As of 31st March

2014, BSLI’s nationwide reach encompassed over

560 branches, an agency force of over

81,500 empanelled agents, tie-ups with more than

150 non-bank corporate agents & brokers and

4 key bancassurance partners.

BSLI recorded gross premium income at ` 4,833

Crore vis-a-vis ̀ 5,216 Crore earned in the previous

year. New business premium income de-grew by

8% to ` 1,697 Crore. While new business premium

income from the Group segment witnessed a

growth of 4%, the individual life segment de-grew

by 16%. Renewal premium at ` 3,136 Crore

de-grew year on year by 7%.

Earnings before tax and Net Profit de-grew from

` 542 Crore to ` 371 Crore primarily due to decline

in new business and the in-force book.

16,130

19,76021,110

22,929

24,775

Equity44%

41%42%

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

Debt

March 2014March 2013March 2012March 2011March 2010

46% 45%

5,677 5,8855,216

4,833

Birla Sun Life Insurance: Growth in Premium IncomeBirla Sun Life Insurance: Growth in Premium Income(` Crore)

2013-142012-132011-122010-112009-10

5,506

2,9602,080 1,926

1,6971,837

2,546 3,380 3,1363,9593,597

New business premium

Renewalpremium

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

Indian Life Insurance Industry : Growth in new business1

(` Crore)

Individual Life New Business Total New Business

Premium Y-o-Y Growth Premium Y-o-Y Growth

Private Players 17,244 -3% 21,657 -5%

LIC 28,185 -3% 37,384 8%

Total 45,429 -3% 59,041 3%

Source: IRDA, www.irda.gov.in

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Assets under Management grew by 8% to ̀ 24,775

Crore. The equity and non-equity assets

contributed to 42% and 58% of the total AUM

respectively. BSLI continued to deliver superior

investment returns to its policyholders, consistently

beating the benchmarks.

The Company has been focusing on disciplined

expense management as a result of which other

expenses and overheads reduced year-on-year by

10%. The Opex to Gross Premium ratio (excluding

commission) improved from 22.3% in 2012-13 to

21.6% in 2013-14.

BSLI has taken a number of initiatives for

customer retention and for managing underwriting

and claims effectively. The conservation ratio of

the individual life segment improved from 65% to

70%. Surrenders as a percentage of

Policyholder’s AUM declined year-on-year by

about 150 bps.

BSLI distributed a final dividend of ` 118 Crore

@ 6% of share capital. BSLI also distributed ` 280

Crore to the shareholders through a buy back of

shares. ABNL received ` 295 Crore for its 74%

shareholding.

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

Birla Sun Life Insurance 2012-13 2013-14Assets Under Management (“AUM”) 22,929 24,775

Individual First Year Premium 1,048 879

Group First Year Premium 788 818

First Year Premium 1,837 1,697

Renewal Premium 3,380 3,136

Premium Income (Gross) 5,216 4,833

Less: Reinsurance Ceded and Service Tax (313) (307)

Premium Income (Net) 4,903 4,526

Other Operating Income 134 176

Revenue 5,037 4,702

Earnings Before Tax 542 371

Net Profit 542 371

Capital 2,450 2,450

Net Worth 1,248 1,257

ABNL’s Investment 1,814 1,751

-8

Capital Infusion and Profitability Trend of Birla Sun Life Insurance since InceptionCapital Infusion and Profitability Trend of Birla Sun Life Insurance since Inception(` Crore)

2012-13 2013-14 2011-122010-112009-102008-092007-082006-072005-062004-05 2003-04 2002-03 2001-022000-01

-36 -60 -78 -61 -61-140

-445

-702

-435

0 0 0

305

461542

371450

725

603

211110

60110

3030120

0

Capital Infusion

Net Profit/(Loss)

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No capital infusion has been required in the past

four years as the business is generating adequate

internal accruals to fund its requirements.

The mix at the industry level is currently skewed

towards non-unit linked insurance plans (non-

ULIPs). In line with the trend in the industry, during

the past four years, the contribution of non-ULIP

portfolio in Individual new business sales of BSLI

has increased from about 5% to 60%. During the

year under review, BSLI launched several new

products to strengthen its product portfolio and to

meet the regulatory product guidelines.

BSLI has focused on a multi-distribution strategy

to offer its wide range of life insurance products to

numerous customer segments. Agency continues

to be the largest distribution channel for BSLI

contributing to over two-third of its individual life

new business sales. Over the past few years, a

strong franchise network has been created in the

Corporate Agent and Broker segment.

Outlook

The challenging macro-economic environment

including high interest rates and high inflation has

deterred the insurance industry from gaining a

larger share of the total savings pie. The preference

for gold and real estate as investment vehicles has

also impacted the sector. However, India has

several structural advantages in terms of

favourable demographics and a high financial

savings rate. This promises bright prospects for

the life insurance industry over the long term. The

recent easing of inflation and the bearish trend in

gold and real estate is expected to augur well for

the industry. Greater certainty of regulations,

improving macro-economic environment,

increasing product offerings and evolving

distribution channels will further enhance growth

and profitability of the industry.

Birla Sun Life Insurance has identified the following

key areas to strengthen its competitive and

financial position.

• Gaining market share through quality sales.

• Enhancing profitability through balanced

channel mix, improved distribution productivity

and efficient expense management.

• Increasing efforts towards customer retention

and better persistency.

Asset Management (Birla Sun Life AssetManagement Company Limited)

Industry Overview

The Indian mutual fund industry comprises 46

asset management companies. The top 10 asset

management companies command 78% of the

industry’s domestic average AUM. The industry

AAUM1 rose year on year by 11% to cross

` 900,000 Crore (USD 151 billion) mark. The growth

was driven by Debt and Liquid assets which grew

by 10% to USD 76 billion and by 28% to USD 42

billion respectively. The industry’s equity AAUM1

de-grew by 3% to USD 33 billion on account of

negative net sales. Share of equity AAUM in

industry’s AAUM de-grew from 25% to 22%. [Source

: Association of Mutual Funds in India (“AMFI”), www.amfiindia.com].

Performance Review

Birla Sun Life Asset Management Company

(“BSAMC”) completed 19 years of its journey

towards offering wealth creation solutions to its

customers. During the year, BSAMC outperformed

the industry and registered 16% year-on-year

growth in domestic AAUM1 - the second highest

Note 1: Average AUM for the quarter ended 31st

March.

Note 2: Equity AAUM (Domestic + Offshore) + PMS + Real Estate Fund.

Q4 FY13-14Q4 FY12-13Q4 FY11-12Q4 FY10-11Q4 FY09-10

13,559 15,539

50,54352,902 52,383

66,461 67,668

Growth in BSAMC’s Total AAUM(` Crore)

66,08217,167

66,284

83,451 Equity & AlternateAssets2

Debt & Liquid

18,843

77,586

96,429

15,285

77,586

Source: AMFI www.amfiindia.com

Market Share in terms of quarterly average AUM (Q4 FY 2013-14)

Birla Sun Life9.8%

SBI7.2%

UTI8.2%

Franklin5.0%

Kotak3.7%

IDFC4.6%

DSP3.5%

ICICI11.8%

Reliance11.4%

HDFC12.5%

Others22.2%

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

(` Crore)

Birla Sun Life Asset Management 2012-13 2013-14Average Assets under Management1

Equity 10,860 11,550

Debt and Liquid 66,284 77,586

Domestic 77,144 89,136Offshore 4,600 5,921

Real Estate Onshore Fund 1,063 1,061

PMS 643 312

Total 83,451 96,429Revenue 405 502

Earnings Before Tax 107 140

Net Profit 73 95

Net Worth 357 453

among the top 5 players. BSAMC maintained its

market position as the 4th largest asset management

company in India, touching its highest ever market

share at 9.85% up from 9.43% a year ago.

Total AAUM1 of BSAMC surged by 16% to reach

` 96,429 Crore (USD 16.1 billion). Debt and liquid

funds were the largest contributors to the growth

followed by offshore AAUM. Offshore AAUM is

gaining momentum and rose by 29% to reach USD

1 billion mark. BSAMC’s share in industry’s equity

AAUM rose from 5.3% to 5.8%. Its AUM crossed

the ` 100,000 Crore mark in May 2014.

Led by strong growth in AUM, BSAMC posted

sound earnings growth. Revenue rose by 24% to

` 502 Crore. Earnings before tax rose by 31% to

` 140 Crore. Net profit surged by 29% to ̀ 95 Crore.

BSAMC is serving its large investor base through

a strong distribution network of 110 branches and

over 37,500 financial advisors.

As an acknowledgement of BSAMC’s strong

investment performance, the following awards

were conferred on BSAMC at various forums:

• “Most Admired AMC of the year” in BSFI

category by Star of India Awards supported

by ABP News.

• “The Best Debt Fund House of the Year” at

Morningstar Awards, 2013 and Outlook

Awards, 2013.

OutlookThe long term outlook for the mutual fund industry

remains attractive backed by lower mutual fund

penetration, growing incomes and savings level.

Mutual fund AUM as a percentage of India’s GDP

is very low compared to 50%-90% in the

developed countries. With furthermore regulatory

changes the increasing focus of asset

management companies is on raising retail

participation in smaller cities.

With its eye on profitable growth, BSAMC will focus

on enhancing distribution capacity and

productivity across channels, improving customer

engagement and rationalisation of costs. Having

a strong brand name, experienced management

and a proven record of investment performance,

BSAMC is well positioned as a leading player in

the Indian mutual fund industry.

NBFC (Aditya Birla Finance Limited)Industry Overview

The role of non-banking financial companies

(NBFCs) as effective financial intermediaries has

been well recognized as they have an inherent

ability to take quicker decisions, assume greater

risks, and customize their services according to

the needs of the clients.

Aditya Birla Finance Limited (ABFL) is one of the

leading NBFCs in India. Incorporated in 1991,

ABFL offers specialized solutions in the areas of

Capital Market and Corporate Finance, Project &

Structured Finance and Mortgages.

Headquartered in Mumbai, ABFL has a wide

network of branches and associates across the

country.

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Performance Review

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

44% to reach the USD 2 billion (` 11,550 Crore)

mark as on 31st March 2014. The Corporate Finance

and Mortgage segments were the largest

contributors. The Capital market book, comprising

promoter funding, loan against shares etc., rose by

16% from ~` 2,750 Crore to ~` 3,200 Crore. The

Corporate Finance book surged by 64% from

~` 1,650 Crore to ~` 2,700 Crore. The Infra financing

book grew by 20% from ~` 2,100 Crore to ~` 2530

Crore. The Mortgages book comprising loan against

property and lease rentals discounting more than

doubled from ~` 1,400 Crore to ~` 2,970 Crore.

The business is focusing on growing the lending

book while keeping risk under control. As on

31st March 2014, ABFL had a healthy loan book

with gross NPA at 1.3% (Previous Year: 1.2%) and

net NPA at 0.6% (Previous Year: 0.8%).

Driven by strong growth in the lending book and

fee based income, revenue of ABFL soared by 68%

from ` 715 Crore to ` 1,203 Crore. Its earnings

before tax rose by 71% from ` 147 Crore to

` 251 Crore. Growth in the lending book and an

improved opex ratio contributed. Net profit surged

by 65% from ` 100 Crore to ` 166 Crore.

With its focus on retail footprint expansion, ABFL

expanded its network from 12 cities to 18 cities

through addition of 11 new points of presence.

ABFL received a capital infusion of ` 525 Crore

during the year (Previous year : ` 350 Crore). This

supported the growth while keeping leverage at

optimum levels. Its net worth increased from

` 1,079 Crore to ` 1,769 Crore led by capital

infusion and internal accruals. The business is

growing at a good pace and will require more

capital to support future growth.

The long term credit rating has been upgraded

from AA to AA+ by CARE.

Outlook

The outlook for the NBFC sector remains positive

backed by the lower credit penetration and the huge

capital formation requirements of the country.


~900~1,850

~3,425

~8,000

~11,550

Aditya Birla Finance : Book Size(` Crore)

CAGR 89%

Break-up of Lending book as on 31st March 2014

Mortgages26%

InfraFinancing

22%

CorporateFinance

23% Capital Market28%

Others1%

2012-13 2013-14

Net Interest Income (incl. fee income) (%) 5.4% 5.1%

Opex to Net Interest Income Ratio (%) 32% 29%

Return on average Net Worth (p.a.)(%) 14.3% 13.1%

Return on average Assets (p.a.) (%) 1.9% 1.9%

Gross NPA (as % of total loans & advances) 1.2% 1.3%

Net NPA (as % of total loans & advances) 0.8% 0.6%

Fee Income (` Crore) 45 51

Borrowings (` Crore) 6,867 9,647

Leverage (x) 6.4x 5.5x

Aditya Birla Finance: Key Business Metrics(` Crore)

Aditya Birla Finance 2012-13 2013-14Revenue 715 1,203

Operating Profit1 150 255

Earnings before Tax 147 251

Net Profit 100 166

Net Worth 1,079 1,769

Note1: Finance cost, being an operating expense for NBFC business,

is deducted from EBITDA to arrive at operating profit.

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However, in the short term, the macro-economic

environment marked by a sluggish economy,

volatile capital markets and high interest rates,

may prove challenging for growing a quality book..

ABFL aims at scaling up its book size in the existing

segments and through the extension of its portfolio,

while keeping risk under control. The strong

parentage brand and an experienced team that

has seen more than two decades of business

cycles, will help ABFL in reaching towards its goal.

Private Equity (Aditya Birla Private Equity)Industry Overview

The investments in the Private Equity (“PE”)

industry continued to be subdued. The fund-

raising during calendar year (CY) 2013 for

investments into India continued to remain

depressed due to regulatory uncertainties and

a depreciating Indian rupee. The total value of

investments (excluding Realty Funds and

Infrastructure Funds) by PE investors in India in

CY 2013 at USD 7.5 billion was lower by about

19% compared to USD 9.2 billion in CY 2012.

There was an enhanced shift towards secondary

deals where an existing PE investor exits by

selling its stake in the portfolio company to

another PE investor, as fewer companies raised

additional private capital in the absence of new

investments in the industry. [Source: Venture Intelligence].

Performance Review

Aditya Birla Private Equity (ABPE) is managing

` 1,156 Crore of corpus under two sector-agnostic

funds, i.e. Aditya Birla Private Equity – Fund I,

(providing growth capital to 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 corpus of ` 858 Crore

and has invested 74% of its deployable 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.

and Coffee Day Resorts Pvt. Ltd.

ABPE-Sunrise Fund, is managing corpus of ` 299

Crore and has invested 43% of its deployable

corpus in SMS Paryavaran Ltd., Olive Bar and

Kitchen Pvt. Ltd. and Tree House Education and

Accessories 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 2013-14, revenue of ABCAP remained flat

at ` 23 Crore. It posted a 3% rise in net profit at

` 6 Crore.

Outlook

According to a study by Venture Intelligence, a

leading research firm focused on Private Equity

and Mergers & Acquisition activities in India, PE

and Venture Capital backed companies are rising

significantly faster than non-backed peers as well

as market indices. This underscores the

importance and potential of the 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

opportunities in the private equity space.

Broking (Aditya Birla Money Limited)

Industry Overview

During the first half of 2013-14, the capital markets

volumes continued their downward trajectory,

however, they recovered smartly in the second half.

Retail investor participation continued to remain

low, while FIIs dominated the markets. The product

mix in equities market continued to favor the low

yielding derivatives segment. The share of

derivatives in fiscal 2013-14 stood at around 90%.

The daily cash volumes declined by 5% to ̀ 13,420

Crore accounting for merely 8% of the total market

volume, down from 10% in the previous year. The

structural shift, from high yield cash delivery to low

yield derivatives market, is resulting 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

improvement in market share. Its market share

grew from 0.94% to 1.37% in the retail equity F&O

segment and from 0.48% to 0.54% in the

commodity broking segment. However, in the retail

cash equity segment, the market share of ABML

declined from 1.5% to 1.4%.

While ABML has shown improvement in its market

share, the decline in overall market volumes in the

commodity broking and retail cash equity

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segments affected earnings across the industry.

Revenue of ABML de-grew by 11% to ` 75 Crore.

Driven by cost rationalization initiatives, net Loss

has reduced year on year from ` 15 Crore to

` 12 Crore.

Outlook

The market growth over the short to medium term

will depend on the direction of the financial markets

and investors’ confidence in equities as an asset

class. There are various triggers viz., stable

government, lowering CAD, structural reform etc.

which are signaling a revival of the Indian economy

which will lead to a boost in the financial markets.

The highly under penetrated Indian securities

market provides ample growth opportunities over

the long run.

ABML’s thrust is on increasing its market share by

creating product and service differentiators across

all the segments. Efficient use of technology to

drive cost efficiencies will also be a key focus area.

It will continue to drive client acquisition and cost

rationalization, besides providing efficient trading

tools and value added research advice to its

clients.

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. Aditya Birla Money

Mart Limited (ABMM) is one of the largest

corporate distributors in terms of assets under

advisory (AUA). During 2013-14, the introduction

of direct plan for mutual fund investments impacted

assets under advisory across the industry. The

closing AUA of ABMM de-grew from about

` 11,200 Crore to around ` 7,900 Crore as on

31st March 2014. The market share of ABMM in

terms of AUA stood at 1.04 %.(Source: CAMS)

Performance Review

Owing to lower AUA, revenue of ABMM de-grew

year on year by 13% from ̀ 76 Crore to ̀ 66 Crore.

Consequently, the net loss increased from ̀ 2 Crore

to ` 6 Crore.

Since its launch in June 2012, Aditya Birla Money

MyUniverse has registered over 7,00,000

customers on its portal. 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 customers

manage all the four aspects related to money i.e.,

income, expense, asset and liability, in a holistic

manner.

Outlook

The high rate of savings in India implies a huge

opportunity for financial intermediation services. The

long term fundamental growth outlook for the

manufacturing and distribution of life insurance,

mutual funds and equity broking products and

services remains strong. Besides, increasing

preference towards investment with the help of

professional advisors suggests a positive outlook for

the wealth management sector over the longer run.

ABMM’s thrust will be on asset growth and quality

customer addition by providing value added wealth

management solutions to its client backed with

product innovation and technology support.

General Insurance Advisory (Aditya BirlaInsurance Brokers Limited)

Industry Overview

Gross premium underwritten in the general

Insurance segment has grown by 12% from

USD 11.5 billion (` 69,089 Crore) to USD 12.9 billion

(` 77,538 Crore) (Source: IRDA). Aditya Birla

Insurance Brokers Ltd (“ABIBL”) is one of the

leading general insurance brokers in India.

Performance ReviewPremium placement by ABIBL surged by 42% from

` 634 Crore to ` 898 Crore. Its market share in

non-life industry premium enhanced from 0.92%

to 1.16%.

Driven by the strong growth in premium placement,

ABIBL posted its highest ever earnings. Revenue

grew by 44% from ̀ 57 Crore to ̀ 82 Crore. Earnings

before tax rose by 29% from ` 16 Crore to ` 21

Crore and net profit surged by 25% to ` 14 Crore.

OutlookLower 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.

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Fashion & Lifestyle (Branded Apparels &Accessories and Textiles)ABNL’s Fashion & Lifestyle business, comprisingMadura, Pantaloons and Jaya Shree, is the largestbranded apparel player in India, selling twobranded apparels every second. It is also thelargest Indian manufacturer of linen yarn and linenfabric. Having an annual revenue size ofUSD 1 billion, it has an unparalleled nationwidepresence through 1,750 exclusive brand outlets /stores spanning across 4.3 million square feet.

Revenue of the Fashion & Lifestyle business crossed` 6,000 Crore, growing year-on-year by 23%. ItsEBITDA rose by 23% from ̀ 466 Crore to ̀ 573 Crore.Madura recorded an all round growth in its earningsand Jaya Shree reported its highest ever earningswhile Pantaloons was in the investment phase.

Driven by strong earnings and efficient workingcapital management, the Fashion & Lifestylebusiness reported a sound return on averageoperating capital employed of 28% per annum.

Branded Apparels and AccessoriesIndustry OverviewIn the organised retailing market, clothing and fashion

retailing is the largest and the most penetrated

segment. The organised apparel market is growing

at a faster pace than the overall apparel retail market

driven by multiple factors including significant growth

in discretionary income and changing lifestyles. Easy

availability of credit and use of ‘plastic money’ have

contributed to a strong and growing consumer culture

in India. Expansion in the size of the upper middle

class and higher advertisement outlays have led to

high brand consciousness and more spending on

luxury products.

Within the organized apparel market, men’s

category is the largest segment with more than

50% share. Menswear will continue to dominate

the market in the years to come, however, the

womenswear and kidswear are expected to grow

faster and enhance their share in the overall

expanding pie. (Source – Industry Research Reports)

In fiscal 2013-14, persistently high inflation coupled

with a slow down in the economy had a bearing

on the clothing and fashion retailing segment too

due to subdued consumer discretionary spending.

Performance ReviewMadura Fashion & LifestyleMadura Fashion & Lifestyle (“Madura”) is thelargest premium branded apparel player in India.Its premium brands – Louis Philippe, Van Heusen,

Allen Solly and its popular brand - Peter England,

are leaders in their respective categories. Louis

Philippe and Van Heusen are the best selling

apparel brands in India. Madura also retails

international brands like Armani Collezioni, Hugo

Boss, Versace Collection, and many more under

one roof ‘The Collective’. It has also launched

Hackett’s mono brand stores. Madura has also

Fashion & Lifestyle: Revenue mix (2013-14)

Jaya Shree 21%

Pantaloons 28%

Madura 51%

USD 1 billion (` 6,048 Crore)

Business EBOs/Stores Retail Space(million sq. ft.)

Madura 1,541 2.2

Pantaloons 107 2.0

Jaya Shree 102 0.1

1,750 4.3

Fashion & Lifestyle: Retail Presence

Note 1 : Pursuant to its acquisition, Pantaloons business was

consolidated w.e.f. 1st July 2012. Hence, previous year financials are

not comparable to that extent. EBITDA in 2012-13 is net of interest income

of ` 62 Crore on current investments.

(` Crore)

Fashion & Lifestyle Revenue EBITDA2012-13 2013-14 2012-13 2013-14

Madura 2,523 3,226 245 388

Pantaloons1 1,285 1,661 67 39

Jaya Shree 1,144 1,300 154 172

Total (net of elimination) 4,930 6,048 466 573


1,5411,272

1,129895

1.31.6

Madura Fashion & Lifestyle: Retail Channel

1.92.2

Number of EBOs Carpet Area(Million Sq Ft)

698

1.0

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launched an online shopping portal

www.TRENDIN.com, which is a one-stop online

shopping destination for Madura brands, catering

to both men and women.

The retail channel comprising 1,541 Exclusive

Brand Outlets (EBOs) and spanning across

2.2 million square feet, accounts for 44% of

Madura’s revenue. Besides these EBOs, Madura

is reaching customers through a widespread

network of MBOs, Department Stores and its

e-commerce portal www.TRENDIN.com.

Madura posted all round growth in top-line,

profitability and free cash flows. Its revenue surged

by 28% from ` 2,523 Crore to ` 3,226 Crore.

Its retail channel posted 27% sales growth led by

stores expansion and 7% like-to-like stores sales

growth. Sales from the MBOs and Department

Stores channel grew by 34%. During the year,

Madura added 364 new EBOs.

Driven by the strong sales growth across the

brands and channels, EBITDA rose by 58% from

` 245 Crore to ` 388 Crore.

Led by sound profitable growth and improved

working capital management, return on capital

employed grew significantly from 29% to 64%.

Madura generated pre-tax operating cash flows

of about ` 325 Crore during the year.

Pantaloons Fashion & Retail LimitedIn the previous financial year 2012-13, ABNL,

through its wholly owned subsidiary Indigold Trade

and Services Ltd. (ITSL), acquired the Pantaloons

Fashion business; post its demerger from Future

Retail Ltd. under a court approved Scheme of

Arrangement. On the scheme becoming effective

on 8th April 2013, all the net assets and operations

pertaining to the ‘Pantaloons Fashion’ business

have been transferred, on a going concern basis,

along with debt to Pantaloons Fashion & Retail

Limited (PFRL) (earlier known as Peter England

Fashions & Retail Ltd.). On receipt of necessary

approvals, the equity shares of PFRL have been

listed on the National Stock Exchange of India and

the Stock Exchange, Bombay on 17th July 2013.

Pursuant to the open offer, ITSL acquired an

additional 17.87% stake in PFRL for ` 290 Crore.

Post open offer, the holding of ABNL, through ITSL,

in PFRL increased to 67.95%.

The new management took over the control of the

Pantaloons Fashion business w.e.f. 8th April 2013,

i.e., on the scheme becoming effective. To make

Pantaloons a future ready organisation, the

following key focus areas were identified by the

management.

• Re-building the organisation: Pantaloons

hired executives at key positions across the

critical functions viz., designing,

merchandising, finance, human resources etc

• Expanding customer reach: It launched

14 new Pantaloons stores and 1 factory outlet

taking the total count to 81 Pantaloons stores

and 26 Factory Outlets. In fiscal 2014-15,

PFRL is targeting to launch 18 to 20 stores to

reach the 100 stores mark.

• Enhancing productivity of existing stores:With an objective of improving customer

footfalls, 22 stores were refurbished through

an upgrade of infrastructure and assortment.

(` Crore)

Pantaloons Fashion 2012-131 2013-14& Retail Ltd.Revenue 1,285 1,661

EBITDA2 67 39

Segment EBIT 13 (75)

Goodwill 1,168 1,168

Net Fixed Assets 488 496

Cash & Current Investments3 25 17

Net Working Capital 19 (50)

Capital Employed 1,700 1,630

Net Worth 770 579

Debt3 931 1,050

Note1: Pursuant to its acquisition, Pantaloons business was

consolidated w.e.f. 1st July 2012. Hence previous year results are not

comparable to that extent.

Note2: EBITDA in 2012-13 is net of interest income of ` 62 crore on

current investments.

Note3: Net of current investments of ` 800 crore as on 31st March 2013.

(` Crore)

Madura Fashion & Lifestyle 2012-13 2013-14Revenue 2,523 3,226

EBITDA 245 388

Segment EBIT 157 299

Capital Employed 479 457

ROACE (%) 29% 64%

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• Strengthening the brand portfolio: To

strengthen the high margin private labels

portfolio, three new brands were launched –

Byford in men’s sportswear category; Alto

Moda in plus-size category, and Chirpie Pie

for infants. To widen its menswear segment,

Pantaloons has also started retailing the

country’s leading brands viz., Louis Philippe,

Van Heusen, Allen Solly and Peter England.

• Optimising finance costs: The average

interest cost of the debt portfolio was

reduced from 13% to about 10.4% for the

fiscal 2013-14.

Today, Pantaloons is among the top 3 large format

fashion retailers in India. Pantaloons has 4.3 million

loyal customers, amount the largest in the country.

PFRL reported revenue at ` 1,661 Crore in fiscal

2013-14. Like-to-like stores sales declined by 1.6%.

Merchandise availability issues and subdued

consumer sentiment impacted sales growth.

Gross margin improved due to better product mix

and pricing. However, the bottom line was strained,

reflecting the full impact of organisation building

costs, compared to allocation of costs until last

year. The moderation in sales growth also affected

profitability.

Owned and licensed brands contributed to 48%

of PFRL’s sales in 2013-14. These include brands

owned by Pantaloons viz., Akkriti, Rangmanch,

Ajile, Annabelle, Trishaa, Honey, Chalk, Alto Moda,

Chirpie Pie, as well as brands licensed on a

perpetual basis viz. Bare, Byford, Rig, Lombard,

JM Sports.

Pantaloons has a diversified customer base with

Menswear and Womenswear contributing to 35%

and 39% share respectively.

Outlook

High inflation levels coupled with slow GDP growth

impacted consumer sentiments and spending

during the year. Consumer spends on discretionary

categories like branded apparels is likely to remain

moderate in the near term. With the inflation

projected to stabilise at lower levels and an

expected improvement in GDP growth going

forward, consumer spending is set to improve in

the medium term. The long-term outlook for the

domestic apparel industry remains positive on the

back of favourable demographics viz., rising

disposable income, a burgeoning and aspiring

middle class, a large young and working

population and an increasing shift towards

branded apparels

Madura’s thrust will be on leveraging its brand

leadership, expanding retail space and

strengthening channel relationships.

Pantaloons growth strategy includes scaling up its

retail presence, improving productivity of existing

stores, augmenting its merchandise by adding new

product categories, strengthening its brand

portfolio and building a strong vendor base. The

strengthening of the balance sheet will also be a

key thrust area.

Jaya Shree Textiles

Industry Overview

Jaya Shree operates in two business segments

viz., Linen and Wool. The Linen industry registered

strong growth in demand. The wool industry

witnessed sluggish demand worldwide due to

highly volatile wool prices and a crisis in Europe,

one of the largest wool consumers.

March 2014March 2013June 2012

107

95

1.7

2.0

Pantaloons: Customer Reach

Number of Stores(including factoryoutlets)

Carpet Area(Million Sq Ft)

90

1.6

Pantaloons: Revenue mix (2013-14)

Menswear35%

Non-apparel17%

Womenswear29%

Kidswear9%

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(` Crore)

Jaya Shree 2012-13 2013-14Revenue 1,144 1,300

Linen Segment 499 614

Wool Segment 645 687

EBITDA 154 172



ROACE (%) 97% 57%

Performance Review

Jaya Shree is the largest manufacturer of linen yarn

and linen fabric in India. To tap the sector growth

and strengthen its market leadership, 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. Jaya

Shree retails linen fabric under the well-known

brand “Linen Club Fabrics”.

It is a leading manufacturer of wool tops and

worsted yarn in India with a capacity of 8 carding

machines and 26,112 spindles respectively.

In 2013-14, Jaya Shree achieved its highest ever

earnings. Revenue grew by 14% to ` 1,300 Crore

and EBITDA rose by 12% to ` 172 Crore.

Expansion-led volume growth in the linen segment

coupled with improved realisation contributed.

Jaya Shree is operating at a sound ROACE of 57%.

It is lower year-on-year mainly due to a rise in

capital employed on account of expansion, the full

benefit of which will accrue in 2014-15.

Jaya Shree is focusing on the high margin Linen

Fabric OTC segment. It added 26 new ‘Linen Club

Fabrics’ EBOs during the year taking the total to

102. Linen Club is also being retailed through more

than 3,400 MBOs.

OutlookIncreasing awareness about linen coupled with

wider usage will drive higher volumes in the

domestic market. At Jaya Shree, the creation of

world class design and development facilities for

linen fabric is under implementation. Demand

revival is expected in the wool segment.

Telecom (Idea Cellular Limited)Industry OverviewThe mobile telecommunications industry in India

is divided into 22 Service Areas – three metro

Service Areas, and 19 other Service Areas. As of

March 31, 2014, India had a total reported

subscriber base of 904.5 million and a VLR

(active) subscriber base of 790.9 million. As of

March 31, 2014, mobile tele-density was at 72.9%

based on reported subscriber and 63.8% based

on VLR subscribers.

In fiscal 2013-14, the gross revenue1 of the Indian

wireless sector grew year-on-year by 10% to

` 1,651 billion (USD 28 billion). The top three

cellular operators in India, Bharti Airtel, Vodafone

and Idea Cellular, garnered 70% revenue market

share1 up from 68% a year ago. (Source : TRAI).

The competitive intensity in the industry has

decreased since the quashing of the licenses and

the associated spectrum by the Supreme Court of

India in February 2012. Small operators are forced

to exit or reduce their presence in India. The number

of licensees has therefore decreased to 6-10 mobile

operators per Service Area. In addition, increasing

losses have forced operators to start rationalizing

tariffs to protect their investments. As a result,

realizations have started to improve.

Performance ReviewIdea Cellular is the 7th largest cellular operator in

the world in terms of number of subscribers and

based on operations in a single country (Source:

WCIS, December 2013). Carrying 1.75 billion

minutes of usage every day, Idea was serving a

large customer base of 135.8 million subscribers

Airtel30.5%

Aircel5.6%

Others3.7% Vodafone

23.4%

Idea Cellular16.6%

Tata6.7% Reliance

7.2%

BSNL & MTNL

6.4%

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

Indian Wireless Sector: Revenue Market Share1

(January-March 2014)(January-March 2014)

Note1: Based on gross revenue for UAS & Mobile licenses only, as

released by Telecom Regulatory Authority of India (“TRAI”)

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spread across about 7,400 census towns and

345,000 villages as on 31st March 2014. The large

base of subscribers provides a great platform to

Idea for upgrading pure voice customers to

wireless data services in future.

In India, Idea is the 3rd largest cellular operator by

revenue market share. Idea’s Pan India revenue

market1 share during the fourth quarter rose year

on year from 15.7% to 16.6%. Idea Cellular has

been the biggest revenue market share gainer in

India over the past five years. Idea contributed to

28% of the industry’s incremental mobile revenue

in fiscal 2013-14.

Mirroring the brand popularity and quality service

experience of its customers, Idea’s active

subscribers’ ratio at 101.5% as on 31st March 2014,

is the highest in the industry. Idea is the leading

net subscribers’ gainer in the Mobile Number

(` Crore)

Idea Cellular 2012-13 2013-14

Revenue 22,407 26,432

EBITDA 6,091 8,560

Segment EBIT 2,527 3,814

Net Profit 1,011 1,968

Cash Surplus 1,171 404

Net Worth 14,305 16,527

Total Debt 14,044 20,635


ABNL’s Investment 2,356 2,356

ABNL’s shareholding in Idea at the year end (%) 25.27% 25.23%

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

2013-142012-132011-122009-10 2010-11

243

63.8

89.5

112.7121.6

135.8

363453

532588

Idea Cellular: Growth Trend

Minutes on Network (billion) Subscribes (million)

Portability program, a strong indicator of the

popularity of Idea’s mobile services.

Idea’s market capitalisation was USD 8 billion

(` 48,038 Crore) as on 26th June 2014. Idea is listed

on NSE and BSE.

In the recent spectrum auction, which got

concluded in February 2014, Idea won 5MHz

spectrum in 900 MHz frequency band in the Delhi

service area, LTE compatible 1800 MHz spectrum

in 8 service areas along with top-up GSM spectrum

in 7 service areas.

Idea generated 588 billion minutes of usage (MoU),

registering a strong 11% year on year growth.

Following the rationalisation of tariffs at the industry

level, Idea’s average realisation per minute (ARPM)

rose by 7%. Data volumes more than doubled to

79.4 billion megabytes.

Q4 FY2013-14Q4 FY2012-13Q4 FY2011-12Q4 FY2010-11Q4 FY2009-10

12.6%

Source: TRAI, www.trai.gov.in

13.6%15.0% 15.7%

16.6%

Idea Cellular: Revenue Market Share1

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Led by strong growth in MoU and ARPM, the top-

line of Idea grew by 18% to USD 4.4 billion

(` 26,432 Crore), nearly double the growth rate of

the wireless industry. EBITDA surged by 41% to

USD 1.4 billion (` 8,560 Crore). EBITDA margin

stands expanded by about 500 bps. Net profit

almost doubled from ̀ 1,011 Crore to ̀ 1,968 Crore.

ROACE improved from 10% per annum to

12% per annum.

Idea generated standalone1 cash profit of ` 6,435

Crore (USD 1.1 billion) – recording a 37% growth

over previous year. During the year, Idea incurred

a capex of ̀ 3,528 Crore and spectrum acquisition

cost of ` 10,424 Crore. Supported by strong cash

profit generation, Idea’s standalone1 Net Debt to

EBITDA is comfortable at 2.6 times.

The Capex guidance for fiscal 2014-15 stands at

` 35 billion, excluding any spectrum related

payments. Led by strong cash flows and a healthy

balance sheet, Idea is well placed to support its

growth plans. To further support its growth plans, Idea

raised ` 3,000 Crore through qualified institutional

placement in June 2014 at an issue price of ` 134

per equity share. Post the issue, ABNL’s holding in

Idea was reduced to 23.63%. Idea plans to raise

another ` 750 Crore through preferential allotment of

equity shares to Axiata Investments 2 (India) Limited

at an issue price of ̀ 144.68 per equity share, subject

to the shareholders’ approval.

Idea has proposed dividend at 4% of share capital.

The overall payout including dividend distribution

tax will be ` 155 Crore.

Outlook

India is primarily a voice market and voice will

continue to dominate the Indian mobile sector over

the next few years. There is still a lot of potential in

the voice market as rural penetration is low. Having

said that, with the roll of 3G operations, data is

growing rapidly and data growth will outpace voice

growth in the coming years.

Idea is one of the few companies in the world,

which is able to run high quality telecom services

at the world’s lowest price points and yet deliver

stable Cash Profits. Idea will continue to capitalise

on the brand !DEA, strong cash flows and

expanding spectrum profile and infrastructure to

capture the emerging Voice and Wireless

Broadband opportunities

MANUFACTURING BUSINESSES

Aditya Birla Nuvo has a strong market position

across its manufacturing businesses viz. Agri,

Rayon and Insulators. All the manufacturing

businesses are among the leaders in their

respective sectors, in terms of size as well as

profitability. Aditya Birla Nuvo is:

• The second largest producer and the largest

exporter of Viscose Filament Yarn in India

• The 8th largest manufacturer of Urea in India

• India’s largest and the world’s fourth largest

manufacturer of Insulators

The manufacturing businesses, combined

together, generated revenue of USD 615 million

(` 3,678 Crore) and EBITDA of USD 64 million

(` 383 Crore) in 2013-14.

Agri (Indo-Gulf Fertilisers)Industry Overview

Urea consumption in India grew marginally from

30.2 million metric tons (MT) in 2012-13 to

30.4 million MT in 2013-14. India is heavily

dependent on urea imports for meeting the

domestic consumption requirements. Urea imports

have surged in the past few years leading to rising

subsidy burden on the exchequer. In 2013-14, urea

imports at about 7 million MT accounted for 23%

of total demand in India. No new urea capacity

has come up in past 14 years and the gap

between indigenous production and demand

continues to widen. To reduce the mounting urea

subsidy bill, the Government of India notified the

New Investment Policy (NIP) for Urea on

2nd January, 2013. The objective of the policy is to

reduce urea imports by promoting indigenous

capacity expansion. Industry is awaiting approval

from the Department of Fertilisers for brown field

projects under the new investment policy.

During 2013-14, the industry witnessed slower

recovery of fertiliser subsidy from the Government

due to inadequate budgetary provision. This led

to a steep rise in working capital, with consequent

impact on profitability.

Performance Review

Indo Gulf Fertilisers is the 8th largest urea

manufacturer in India. The goal of the business is to

become a ‘total agri solutions provider’ offering a full

range of agri inputs – fertilisers, seeds, agrochemicals

and specialties from sowing to harvesting.Note1: Standalone = Idea Cellular and its wholly owned subsidiaries

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(` Crore)

Agri 2012-13 2013-14

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

Urea Production (MT) 1,085,358 1,033,184

Manufactured Urea Sales (MT) 1,090,505 1,034,135

Revenue 2,924 2,313

Manufacturing (Urea, Customised Fertilisers) 1,859 1,995

Trading (Imported Fertilisers, Agri-inputs etc.) 1,065 318

EBITDA 197 77

Segment EBIT 177 56


ROACE (%) 12% 3%

Birla Shaktiman Urea – Neem coated and Gold

continued to remain the products of first choice,

for the farmers. Birla Shaktiman enjoys a market

leadership position in entire zone of Uttar Pradesh,

Bihar, Jharkhand and West Bengal, through

excellent product quality and customer servicing.

The business of ‘Birla Shaktiman Seeds,

Agrochemicals & Specialties’ continued to have

a healthy growth – a reflection of its strong brand

equity, good product quality and in-depth trade

channel reach.

Indo-Gulf’s customized fertiliser – ‘Birla Shaktiman

Vardaan’ – which is manufactured with in-house

patented technology, has been successfully

launched on target crops - wheat, paddy, potatoes

and sugarcane in Uttar Pradesh.

Sales of manufactured urea at 1.03 million

MT de-grew year-on-year by 5% mainly on

account of lower production owing to 41 days

shutdown in the urea plant for annual

turnaround. The Urea plant resumed full

operations on 8th April 2014.

Revenue de-grew year on year by 21% from

` 2,924 Crore to ` 2,313 Crore. Revenue from

manufacturing operations grew by 7% to ` 1,995

Crore. Pass through of the rise in natural gas prices

reflected in higher urea prices while manufactured

urea sales volumes de-grew by 5% due to urea plant

shutdown. Trading revenue fell from ` 1,065 Crore

to ` 318 Crore on account of the discontinuation of

trading in imported P&K fertilisers.

EBITDA declined from ` 197 Crore to ` 77 Crore

mainly due to discontinuance of trading in

imported P&K fertilisers and a 41 day urea plant

shutdown. Higher energy costs and

consumption also impacted profitability. The

business implemented energy savings and

debottlenecking project during the shutdown,

the benefit of which will accrue in 2014-15. The

business will also benefit from higher fixed cost

reimbursement as per the Government policy.

The capital employed was lower year-on-year due

to release of net working capital following the


fertilisers. The outstanding subsidy and

receivables reduced from ` 1,632 Crore in March

2013 to ` 1,176 Crore in March 2014.

Outlook

Agriculture continues to be a key focus area for

the Government. The focus is on improving

agricultural productivity, to meet the growing

demand for food. Modern technology in farming,

in areas such as soil science, plant breeding and

genetics and crop protection are critical in this

endeavour. This has opened up new business

opportunities for value added products and

services in the agri space.

Indo Gulf Fertilisers, with its strong farmer connect

and customer centric approach is well positioned

to take advantage of these opportunities. It’s

location at Jagdishpur – in the middle of the

agricultural heartland of the Indo-Gangetic plains,

gives it access to a large and growing market.

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Rayon (Indian Rayon)Industry OverviewIndian 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 the comfort of

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

and crepe fabrics, home textiles, embroidery etc.

During 2013-14, domestic consumption of VFY

grew by 2.1% to 56,453 MT. Domestic VFY

production has increased by 2.6% to 44,006 MT.

VFY exports de-grew by 7% to 5,837 MT. Imports

increased by 18.5% to 20,209 MT during the year.

The VFY Yarn market in India continues to move

towards fine / superfine denier leading to

improvement in realisations. Wood pulp prices are

softening due to oversupply on account of recent

capacity additions. Despite an anti dumping duty,

imports from China has increased due to

competitive prices in view of stagnant Chinese

domestic demand and softening wood pulp prices.

This has adversely affected the sales volume of

domestic manufacturers and led to an increase in

yarn inventory.

(` Crore)

Rayon 2012-13 2013-14

VFYCapacity (MTPA) 19,800 19,800

Production (MT) 16,621 17,962

Manufactured VFY Sales (MT) 16,806 17,423

Revenue (Including allied chemicals) 569 659

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

Caustic Soda Production (MT) 88,334 86,771

Caustic Soda Sales (MT) 87,565 86,758

Chemicals Revenue 208 201

Total Revenue 777 860

EBITDA 189 222



ROACE (%) 26% 24%

Gross Block (including CWIP

and Capital Advance) 1,081 1,136

VFY 606 735

Chemicals (including Captive Power Plant) 475 401

Caustic Soda is a versatile alkali. It is used mainly

in the manufacturing of pulp and paper, alumina,

soaps and detergents, petroleum products and

chemical production. Other applications include

water treatment, food, textiles, metal processing,

mining, glass making etc. Caustic Soda production

in India witnessed a growth of around 4%.

Performance Review

Indian Rayon is the 2nd largest manufacturer of VFY

in India with a 41% share in the industry’s

production. It remained the largest Indian exporter

of VFY, for the ninth consecutive year, with a

51% share in VFY exports from India.

In 2013-14, Indian Rayon recorded its highest ever

earnings. Revenue from the VFY segment grew by

16% to ` 659 Crore. Improved VFY realisation led by

product mix and higher VFY volumes driven by the

new superfine yarn capacity contributed. Revenue

from the Chemicals segment de-grew by 3% to ̀ 201

Crore due to decrease in caustic soda volumes.

Total revenue of Indian Rayon grew by 11% to

` 860 Crore. EBITDA soared by 18% to ̀ 222 Crore

led by improved VFY and ECU realisation coupled

with higher VFY sales volume.

Higher capital employed is the outcome of an

increase in working capital requirements on

account of new superfine yarn capacity. Having

reached full capacity utilisation in the fourth quarter

of 2013-14, the complete benefit of the superfine

unit will accrue from 2014-15.

The business is operating at a sound ROACE of

24% per annum

OutlookThe growth in superfine and fine deniers in the

domestic VFY market is likely to remain stable. With

the ramp up of the superfine yarn unit and

leveraging of the Enka trademark, Indian Rayon is

well positioned to improve its market share and

earnings. Higher yarn imports are likely to remain

a challenge for the domestic manufacturers.

Caustic Soda demand in India is expected to grow

on the back of the commissioning of new Alumina

and fibre capacities in the country. Chlorine

demand should remain firm, although higher

Chlorine production in the West may affect the

demand and supply balance.

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Insulators (Aditya Birla Insulators)Industry OverviewThe power generation, transmission and

distribution sector is the key growth driver for the

insulators industry. India’s power sector has been

affected by multiple factors. Over the past few

years, deferment of projects and dumping from

China have adversely affected the domestic

manufacturers by shrinking the market size as well

as adding to the pricing pressure. The slowdown

in planning and execution of projects, due to

liquidity crunch and issues related to environment

clearance and fuel linkages, has also impacted.

Some of these challenges continued in 2013-14

as well. Though imports from China reduced year

on year by 28% from 65,424 MT to 46,973 MT

due to the imposition of safeguard duty, the

domestic sales volume of the Indian insulators

industry de-grew by 6% owing to accelerated

imports in the previous year in anticipation of

the duty. The exports markets also witnessed

sluggish demand due to the slowdown in the

global economy. The benefit of the safeguard

duty levied last year reflected in the volumes and

realisation growth during the second half of fiscal

2013-14. The safeguard duty was effective till

31st December 2013. The industry is pursuing

the Government for imposition of Anti-Dumping

duty against cheaper Chinese imports.

Performance Review

Aditya Birla Insulators is India’s largest and the

world’s fourth largest manufacturer of porcelain

insulators. Domestic sales volume of Aditya Birla

Insulators grew year-on-year by 9% as against

decline of 6% witnessed by the domestic industry.

(Source : IEEMA).

(` Crore)

Insulators 2012-13 2013-14Capacity (MTPA) 45,260 45,260

Production (MT) 36,138 36,317

Sales Volumes (MT) 35,889 36,913

Revenue 454 505

EBITDA 61 83

Segment EBIT 39 61


ROACE (%) 10% 15%

Revenue grew year-on-year by 11% to ` 505 Crore.

EBITDA surged by 37% to ` 83 Crore. The growth

in sales volume and improved realisation

contributed to the earnings growth. Enhanced yield

also added to the bottom-line. ROACE stands

enhanced by 450 bps to 15% per annum.

OutlookThe slowdown in the execution of projects and the

liquidity crunch may continue to impact the sector

growth in the near term. The revival of the power

sector depends on the Government addressing key

sector issues and implementing reforms including

the bailout of state electricity boards.

Aditya Birla Insulators will continue to focus on yield

improvement and cost rationalisation in order to

enhance its cost competitiveness besides

exploring new geographies in the exports market.

Divestment of the IT-ITeS businessABNL entered the ITeS sector in 2003 through the

acquisition of TransWorks. Later in 2006, to provide

scale to the business, TransWorks acquired Minacs

for USD 125 million. Committed to its turnaround

and growth, ABNL supported Minacs over the

years, to attain revenue of USD 483 million (` 2,898

Crore) and net profit of USD 23 million (` 139 Crore)

in fiscal 2013-14. Aditya Birla Minacs rose to the

stature of a global business solutions provider that

partners with global corporations through its

35 centers in 10 countries across 3 continents. To

expand its scale, enhance its competitive

advantage and move to the next level of growth,

Minacs required capital investments.

Being a conglomerate, ABNL constantly evaluates

its capital allocation strategy and reviews its

business portfolio. Given the multiple growth

opportunities and capital commitments at ABNL,

the Company decided to divest Minacs to a

strategic financial investor, one with extensive

domain experience, who can ensure that Minacs

continues to progress on its strategic roadmap.

Pursuant to a share purchase agreement with a

group of financial investors led by Capital Square

Partners and CX Partners, ABNL IT & ITES Ltd., a

wholly owned subsidiary of ABNL, divested Aditya

Birla Minacs w.e.f. 9th May 2014 at an Enterprise

Value of USD 260 million, subject to working capital

& other adjustments.

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Cash flows from the divestment will support the

growth plans of ABNL and enable greater focus

on its core businesses.

The divestment proceeds to the tune of about

` 400 Crore, net of debt repayment, were received

in May 2014.

Further, a sum of ~USD 15 million is receivable in

2014-15, subject to the working capital changes.

A deferred grant of ~USD 7 million is receivable

over the next 3 years and will be accounted for on

actual receipt.

Divestment of the Carbon Black businessConsidering the sector dynamics and in order to

ensure greater focus on other businesses, ABNL

divested the Carbon Black Business, having

received the shareholders’ approval, through

slump sale w.e.f. 1st April 2013 at an enterprise

value of ` 1451 Crore, subject to the adjustment

for net working capital.

The cash inflow from the divestment of Carbon

Black business strengthened the Company’s

balance sheet and supported its growth plans.

Standalone revenue de-grew by 18% to ` 8,020

Crore on account of the divestment of the Carbon

Black business and discontinuance of trading in

imported P&K fertilisers.

Standalone EBITDA is up by 12% to ̀ 1,246 Crore.

The Fashion & Lifestyle and the Rayon businesses

were the largest contributors to the growth in

operating profits. The profitability in the Agri

business was impacted due to the 41 days urea

plant shutdown. The dividend income of ` 320

Crore from Birla Sun Life Insurance and Idea

Cellular also added to the bottom-line.

Finance costs decreased from ` 360 Crore to

` 267 Crore mainly on account of the exit from

the Carbon Black business and release of net

working capital in the Agri business following

the discontinuance of trading in imported

P&K fertilisers.

While depreciation increased in the Rayon and the

Textiles businesses on account of expansion,

standalone depreciation reduced from ̀ 219 Crore

to ̀ 199 Crore due to the divestment of the Carbon

Black business.

Standalone tax at ̀ 130 Crore is net of the tax credit

of ` 41 Crore received w.r.t. the slump sale of the

Carbon Black business.

Standalone Net profit grew by 59% from ` 423

Crore to ` 674 Crore.

The Board of Directors of the Company have

recommended a final equity dividend of 70%

(` 7 per equity share) for the financial year 2013-14

entailing a total outgo of ` 98 Crore including

dividend distribution tax of ` 7 Crore.

The standalone balance sheet supported an

investment and capex outlay of about ` 2,500

Crore during the year, even while achieving a

reduction in net debt by ` 434 Crore. The

divestment of the Carbon Black business, an

equity infusion of ` 671 Crore by promoters on

conversion remaining warrants and the release

of net working capital has strengthened the

Company’s balance sheet. Standalone Net Debt

Financial Review and Analysis – Standalone Financials(` Crore)

Standalone Profit and Loss Account 2012-13 2013-14Revenue 9,754 8,020EBITDA 1,116 1,246Less: Finance Costs 360 267

Earnings before Depreciation and Tax 756 979Less: Depreciation and Amortisation 219 199

Earnings before Tax and Exceptional Items 537 780Add: Exceptional Gain/(Loss)1 — 24

Less: Tax Expenses 114 130

Net Profit 423 674Note

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: Exceptional Gain represents gain of ` 24 Crore w.r.t. the slump sale of Carbon Black business w.e.f. 1st

April 2013.

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(` Crore)

Standalone Balance Sheet March 2013 March 2014Net Worth 6,854 8,108

Total Debt 3,983 3,753

Deferred Tax Liabilities (Net) 155 88

Capital Employed 10,992 11,949Net Fixed Assets (Including Capital Advances & CWIP) 2,206 1,845

Goodwill 20 20

Long-term Investments 5,857 7,952

Net Working Capital 2,556 1,574

Cash Surplus & Current Investments1 353 557

Book Value per Equity Share (`) 570 623

Net Debt2/EBITDA (x) 3.3 2.6

Net Debt2/Equity (x) 0.53 0.39

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

Note2: Total Debt less Cash Surplus & Current Investments.

to EBITDA improved year-on-year from 3.3 times

to 2.6 times and Net Debt to Equity improved

from 0.53 times to 0.39 times.

In 2014-15, standalone balance sheet will support

investments to the tune of ` 350 Crore in the

Financial Services business. Capital expenditure

guidance for the standalone businesses stands

at around ` 460 Crore.

Proceeds from the divestment of Minacs will

support these growth plans.

(` Crore)

Standalone Cash Flow 2013-14Cash Flow from Operations (Net of Tax) 707

(Increase)/Decrease in Net Working Capital 281

Net Cash from Operating Activities 988Capital Expenditure (Net) (401)

Investments in Subsidiaries / Joint Ventures / Associates (Net) (2,133)

Proceeds from buyback of shares by Birla Sun Life Insurance 207

Proceeds from slump sale of Carbon Black business (Net) 315

(Increase) / Decrease in Inter-Corporate Deposits to Subsidiaries (Net) (9)

Interest / Dividend Received and Profit on Sale of Current Investments 165

Net Cash from / (used in) Investing Activities (1,855)Proceeds from / (Repayment of) Borrowings (Net) 730

Proceeds from Issue of Equity Shares and Conversion of warrants 674

Dividend Paid (78)

Interest Paid (271)

Net Cash from / (Used in) Financing Activities 1,055Increase / (Decrease) in Cash Surplus & Current Investments 188Add : Opening Cash Surplus & Current Investments3 353

Add : Current Maturity of Non-current investments 16

Closing Cash Surplus & Current Investments3 557

Note3

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

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Net Cash from Operating Activities

Cash Flow from Operations

Net cash flow from operations stood at ̀ 707 Crore.

The Fashion & Lifestyle business was the largest

contributor followed by the Rayon business.

Working Capital

Net working capital stands reduced by ̀ 281 Crore.

Debtors and other trade receivables decreased

by ` 241 Crore mainly due to the discontinuance

of trading in imported P&K fertilisers.

An increase of ` 257 Crore in inventory was

compensated by a rise in Trade Payables by ̀ 271

Crore largely in the Fashion & Lifestyle business

on account of sales growth.

Net Cash from/(used in) Investing Activities

Capital Expenditure

A capex of ` 401 Crore was spent during the year.

Project capex includes scaling up of the retail

channel in the Fashion & Lifestyle business

through opening up of exclusive brand outlets,

capacity expansion in the linen segment and

energy savings and debottlenecking project in the

Agri business.

The balance capital expenditure was incurred on

upgradation, modernisation and maintenance of

plants and other assets across the businesses.

Investments

ABNL invested a sum of ` 607 Crore in its wholly

owned subsidiary Aditya Birla Financial Services

Private Ltd. to fund the growth capital requirement

of the NBFC business and towards sponsor

commitment in Aditya Birla Private Equity funds.

ABNL invested ̀ 1,113 Crore in Indigold Trade and

Services Ltd., towards funding the acquisition of

the Pantaloons business and for purchasing an

additional 17.87% stake in Pantaloons Fashion &

Retail Ltd., pursuant to the open offer.

Net Cash from/(used in) Financing Activities

Proceeds from / Repayment of borrowings

ABNL raised term loans aggregating to ` 59 Crore

by way of Rupee term loan towards capital

expenditure commitments.

ABNL also raised Non Convertible Debentures

(NCDs) worth ` 200 Crore. Commercial paper and

other short term debt of ` 952 Crore (net) were

raised during the year.

Term Loans aggregating to ` 281 Crore and NCDs

of ` 200 Crore were repaid during the year.

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:

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(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

identified 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 the risk management

process and the 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 the

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 regulatory

changes and fluctuations in interest rates, foreign

exchange rates, commodity pricing etc.

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

workplace.

Internal Control System

The 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 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.

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Human Resource Management

The Company had about 20,250 employees on its

rolls as on 31st March, 2014. Including its

subsidiaries and joint ventures, the manpower

strength is about 49,000 employees. This

intellectual resource is integral to the Company’s

ongoing operations and enables it to deliver

superior performance year after year. The Human

Resource processes of the Company have been

covered in depth in the Director’s Report.

To Sum up

Aditya Birla Nuvo has posted sound earnings

growth despite a challenging business

DisclaimerCertain statements in this “Management’s 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’s 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.

environment. This is an outcome of its enhanced

focus on profitable growth across the

businesses. With a leadership position across

its businesses that mirror the growing sectors of

the Indian Economy, ABNL is a uniquely

posit ioned conglomerate. ABNL remains

focused on capturing opportunities across its

businesses to achieve the next level of growth.

The Company’s strength lies in its strong balance

sheet, an experienced and focused

management team, strong brand equity,

leadership position across businesses and its

committed employees. These are the key drivers

that will support the growth of ABNL and create

value for all the stakeholders.


CMYK


Dear Shareholders,We are pleased to present the 57th Annual

Report together with the Audited Accounts of

your Company for the financial year ended

31st March, 2014.

MACRO-ECONOMIC SCENARIODuring the calendar year 2013, India’s GDP

growth slipped to the decade’s low of 4.4%.

Inflation and interest rates remained at high

levels, hampering consumption demand and

investments. During past few months, India has

taken substantive measures to narrow fiscal

imbalances, to tighten monetary policy and to

move forward on structural reforms. The pick-up

in exports in recent months and measures to curb

gold imports have contributed to lowering the

current account deficit.

In the calendar year 2014, as projected by IMF,

India’s GDP growth is expected to improve to

5.4%. A stable government, strong global

growth, improved export competitiveness and

implementation of recently approved investment

projects are expected to be the key contributing

factors.

CONSOLIDATED FINANCIAL PERFORMANCEYour Company has posted strong earnings

growth and is competitively well positioned in

most of its businesses. Consolidated revenue

grew by 2% to ` 25,893 Crore. EBITDA surged

by 19% to ` 4,937 Crore. Net Profit before

one-off items rose by 16% to ` 1,226 Crore.

Fashion & Lifestyle and Telecom businesses were

the major contributors.

Key highlights :a) Funds under the management of Aditya Birla

Financial Services grew year on year by 14%

to reach ` 122,362 Crore. Lending book in the

NBFC business expanded to ` 11,550 Crore,

registering a growth of 44%. While profitability

in the Life Insurance business remained

subdued, Asset management and NBFC

businesses contributed to the bottom-line.

ROACE remained strong at 25% per annum.

b) Fashion & Lifestyle business launched new

stores at the run rate of one store per day to

expand its retail presence to 1,750 exclusive

brand outlets / stores spanning across

4.3 million square feet. Jaya Shree Textiles

expanded its linen capacities to tap the

sector growth while Pantaloons remained in

the investment phase. The business has

posted a sound ROACE at 28% per annum.

c) For over 5 years now, Idea Cellular has

remained the biggest revenue market share

gainer in India. Led by earnings growth and

healthy cash profits, its balance sheet

stands strong and ROACE stands improved

to 12% per annum.

d) In the manufacturing businesses, Rayon

business posted its highest ever profitability.

While Agri business was impacted by the

41 days maintenance shutdown in the urea

plant, profitability in the Insulators business

improved. The urea plant resumed full

operations from 8th April, 2014.

STANDALONE FINANCIAL PERFORMANCEYour Company’s standalone revenue de-grew by

18% to ` 8,020 Crore on account of the

divestment of the Carbon Black business and


fertilisers. EBITDA is up by 12% to ` 1,246 Crore.

Fashion & Lifestyle and the Rayon businesses

were the largest contributors. Profitability in the

Agri business was impacted due to the shutdown.

The dividend income from Birla Sun Life

Insurance and Idea Cellular also added to the

bottom-line. Net profit surged by 59% from

` 423 Crore to ` 674 Crore.

NEW INTIATIVES/MAJOR ACTIVITIES� Divestment of Carbon Black and IT-ITeS

businessesTo ensure greater focus in its core

businesses, your Company has divested its

Carbon Black business with effect from

1st April, 2013 and its holding in IT-ITeS

business with effect from 9th May, 2014.

The divestment proceeds have been and will

be utilised to support the balance sheet and

the growth plans of your Company.

� Linen Capacity ExpansionTo tap sector growth and strengthen its

market leadership in the linen segment, Jaya

Shree Textiles has expanded its linen yarn

capacity from 2,300 to 3,400 tons per annum

and linen fabric processing capacity from

7.3 to 10.1 million metres per annum.

� Capital InfusionThe shareholders, at their meeting held on

25th April, 2012, approved the issue of

DIRECTORS’ REPORT TO THE SHAREHOLDERS

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16,500,000 warrants to the Promoters/

Promoter Group in accordance with the SEBI

Guidelines for an aggregate sum of about

` 1,500 Crore. A sum of ` 376 Crore was

received as 25% application money in

May 2012, on allotment of the aforesaid

warrants. In March 2013, a sum of ` 456

Crore was received, being 75% amount

payable on the conversion of 6,680,000

warrants into equal number of equity shares.

In November 2013, Promoters further infused

a sum of ` 671 Crore on conversion of the

remaining 9,820,000 warrants. The capital

infusion has not only strengthened the

financial position of the Company but has

also supported its growth plans.


FINANCIAL PERFORMANCE (` in Crore)

Consolidated Standalone2013-14 2012-13 2013-14 2012-13

Profit Before Depreciation / Amortisation,

Interest and Tax 4,937.07 4,142.32 1,245.81 1,116.07

Depreciation and Amortisation Expenses 1,608.86 1,295.49 199.02 219.18

Finance Costs 1,561.33 1,321.16 266.56 360.00

Profit Before Exceptional Items and Tax 1,766.88 1,525.67 780.23 536.89Exceptional Items 5.42 – 24.06 –

Profit Before Tax 1,772.30 1,525.67 804.29 536.89Tax Expenses 550.50 341.78 130.34 113.84

Net Profit Before Minority Interest 1,221.80 1,183.89 673.95 423.05Minority Interest 78.92 125.00 – –

Profit for the Year 1,142.88 1,058.89 673.95 423.05Opening Balance as per last audited

financial statement 312.79 (298.69) 167.34 51.33

Amount Transferred on Stake Change/

Amalgamation of Subsidiaries/Joint venture (0.76) (0.44) – –

Demerger Expenses – (8.98) – –

Minority Interest Adjustment of

Demerger Expenses – 4.48 – –

Profit available for Appropriation 1,454.91 755.26 841.29 474.38Appropriations : Debenture Redemption Reserve 24.63 44.70 20.98 28.89

Special Reserve 33.53 20.50 – –

General Reserve 501.40 249.65 500.00 200.00

Corporate Tax on Interim Dividend 3.59 29.97 – –

Proposed Dividend on Preference Share 0.01 0.01 0.01 0.01

Proposed Dividend on Equity Share 91.06 78.14 91.06 78.14

Equity Dividend relating to Previous period 0.07 – 0.01 –

Corporate Tax on Proposed Dividend 22.03 19.50 6.67 –

Closing Balance of Surplus in theStatement of Profit & Loss 778.59 312.79 222.56 167.34

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DIVIDENDFor the financial year ended on 31st March, 2014,

the Directors of your Company recommend for

your consideration a dividend of:

i. ` 7.00 per Equity Share of ` 10/- each (last

year ` 6.50 per Equity Share); and

ii. ` 6.00 per Preference Share of ` 100/- each

(last year ` 6.00 per Preference Share).

The said dividend, if approved by the

shareholders, would involve cash outflow of

` 97.74 Crore (including dividend distribution

tax of ` 6.67 Crore) compared to ` 78.15 Crore

(including dividend distribution tax of

` NIL) paid for the year 2012-13.

FINANCEDuring the year 2013-14, your Company,

– Raised long-term loans, aggregating to

` 59 Crore by way of Rupee Term Loan and

` 200 Crore by way of issue of Non-

Convertible Debentures (NCDs);

– Repaid term loans (including foreign currency

borrowings) aggregating to ` 280.89 Crore

and NCDs of ` 200 Crore; and

– Refinanced foreign currency borrowings

aggregating to ` 182.96 Crore to get the

benefit of lower interest cost.

HUMAN RESOURCESYour Company strives to foster a culture for high

performance. Ongoing learning, aligning HR

systems in line with global bench-marks, aligning

rewards and recognitions with performance have

enabled your Company to sustain its reputation

of being a meritocratic organization.

The Group’s Corporate Human Resources

function continues to play an integral role in the

Company’s talent management programme.

CORPORATE GOVERNANCEYour Company is committed to maintain the

highest standards of Corporate Governance and

adhere to the Corporate Governance

requirements set out by the Securities and

Exchange Board of India (SEBI) and has complied

with all mandatory provisions of Clause 49 of the

Listing Agreement with the Stock Exchanges.

The Report on Corporate Governance as

stipulated under Clause 49 of the Listing

Agreement forms part of the Annual Report.

Statutory Auditors’ Certificate confirming

compliance with Clause 49 of the Listing

Agreement is annexed (Annexure A) and forms

part of the Directors’ Report.

BUSINESS RESPONSIBILITY REPORTSEBI, vide its circular CIR/CFD/DIL/8/2012 dated

13th August, 2012, has mandated inclusion of

Business Responsibility Report (BRR) as part of

the Annual Report for certain listed entities

describing the initiatives taken by the company

from Environmental, Social and Governance

perspective. BRR is attached and forms part of

the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENTAs required under section 217(2AA) of the

Companies Act, 1956, the Directors confirm that:

i) in the preparation of the Annual Accounts,

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 judgements and estimates that are

reasonable and prudent so as to give a true

and fair view of the state of affairs of the

Company at the end of the financial year and

of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient

care for the maintenance of adequate

accounting records in accordance with the

provisions of this Act for safeguarding the

assets of the Company and for preventing and

detecting fraud and other irregularities; and

iv) the Directors have prepared the Annual

Accounts on a ‘going concern basis’.

SUBSIDIARY COMPANIES AND CONSOLIDATEDFINANCIAL RESULTSDuring the year, following changes have taken

place in the Subsidiary Companies:

� In the previous year ended 31st March, 2013,

pursuant to the Scheme of Arrangement

('the Scheme') under sections 391 to 394

of the Companies Act, 1956, the fashion

retail business called the 'Pantaloons

Format' of Pantaloon Retail (India) Limited

(PRIL) has been transferred by way

of demerger to Pantaloons Fashion & Retail

Limited (PFRL) on a going concern basis

w.e.f. 8th April, 2013. The Scheme was

operative from the Appointed Date,


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i.e. 1st July, 2012. Post demerger, the holding

of your Company, through its wholly owned

subsidiary Indigold Trade and Services Ltd.

(ITSL) in PFRL became 50.09%

Post - implementation of the Scheme, ITSL

has made an Open Offer to the public

shareholders of PFRL at a price of ` 175/-

per share and acquired additional 17.87%

of the issued and paid up capital of PFRL.

As a result of this, your Company's holding

through ITSL in PFRL increased to 67.95%.

� ABNL IT & ITES Limited, a wholly owned

Subsidiary of the Company, on receipt of

requisite consents and approvals has

divested its IT & ITeS business to a group of

financial investors led by CX Partners and

Capital Square Partners.

As a result of the above divestment, Aditya

Birla Minacs Worldwide Limited and its

subsidiaries ceased to be subsidiaries of the

Company with effect from 9th May, 2014.

Further, Aditya Birla Minacs BPO Pvt. Limited

has become a direct subsidiary of ABNL IT

& ITES Limited.

Consolidated Financial Statements, pursuant to

Clause 41 of the Listing Agreement, entered into

with the Stock Exchanges and prepared in

accordance with the Accounting Standards

prescribed by the Institute of Chartered

Accountants of India, are attached for your

reference.

In line with the General Exemption granted by

Ministry of Corporate Affairs vide, Circular 2/2011

dated 8th February, 2011, from attaching the

Balance Sheet of subsidiaries subject to certain

conditions, the Balance Sheet, the Statement of

Profit and Loss, Report of the Board of Directors

and Report of the Auditors of the subsidiary

companies have not been attached to the Balance

Sheet of the Company as at 31st March, 2014.

The annual accounts of the subsidiary companies

and the related detailed information are available

to shareholders. The annual accounts of the

subsidiary companies are kept open for

inspection by any shareholder, at the Registered

Office of the Company and of the concerned

subsidiary companies. Any shareholder, who

desires to obtain a copy of the said documents

of any of the subsidiary companies, may send a

request in writing to the Company Secretary at

the Registered Office of the Company so that the

needful can be done.

EMPLOYEE STOCK OPTION SCHEMES 2006& 2013 (ESOS 2006 & ESOS 2013)At the Annual General Meeting of the Company

held on 6th September, 2013, the shareholders

of your Company approved the formulation of

ESOS 2013.

Details of the Stock Options issued under ESOS

2006 & ESOS 2013, up to 31st March, 2014, and

the disclosures in compliance with Clause 12 of

the Securities and Exchange Board of India

(Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999, are

set out in the Annexure B to this Report.

A certificate from the Auditors of the Company,

confirming that the ESOS 2006 & ESOS 2013

have been implemented in accordance with the

SEBI Guidelines and the resolutions passed by

the shareholders shall be placed at the Annual

General Meeting, for inspection by members.

PARTICULARS AS PER SECTION 217 OF THECOMPANIES ACT, 1956Information relating to the Conservation of Energy,

Technology Absorption and Foreign Exchange

Earnings and Outgo required under Section

217(1)(e) of the Companies Act, 1956, is set out

in a separate statement attached to this Report

(Annexure C) and forms part of it.

In accordance with the provisions of Section

217(2A) read with the Companies (Particulars of

Employees) Rules, 1975, the names and other

particulars of employees are to be set out in the

Directors’ Report, as an addendum thereto.

However, as per the provisions of Section

219(1)(b)(iv) of the Companies Act, 1956, the

Report and accounts as therein set out, are being

sent to all shareholders of the Company excluding

the aforesaid information about the employees.

Any member, who is interested in obtaining such

particulars about employees, may write to the

Company Secretary at the Registered Office of

your Company.

DIRECTORSDuring the financial year 2014, there were no

changes in directorship of your Company.

Pursuant to the provisions of Section 149 of

the Companies Act 2013 read with revised

Clause 49 of the Listing Agreement (w.e.f. from

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1st October, 2014) the Directors, have subject to

the approval of shareholders, appointedMs. Tarjani Vakil, Mr. P. Murari, Mr. B. R. Gupta,Mr. S. C. Bhargava and Mr. G. P. Gupta asIndependent Directors. Your Company hasreceived declarations from the IndependentDirectors confirming that they meet the criteriaof independence as prescribed under section149(6) of the Companies Act, 2013 and underClause 49 of the Listing Agreement.In accordance with the provisions of section149(4), section 160 and proviso to section 152(5)of the Companies Act, 2013, these Directors arebeing appointed as Independent Directors to holdoffice as per their tenure of appointmentmentioned in the Notice of the ensuing AnnualGeneral Meeting of the Company. Your Directorscommend the resolutions for your approval.

The shareholders at the AGM held on10th July, 2009 had appointed Dr. Rakesh Jain asthe Managing Director of the Company,w.e.f 1st July, 2009 for a period of 5 years endingon 30 th June, 2014. Due to his personalcommitments, Dr. Jain has requested the Boardto relieve him from the office of Managing Directoras well as Director of the Company, effective fromthe close of business hours on 30th June, 2014when his current term as Managing Director ofthe Company expires. Based on therecommendations of the Nomination andRemuneration Committee, the Board acceptedthe request of Dr. Jain to relieve him from theoffice of Managing Director as well as the Directorof the Company, effective from close of businesshours on 30th June, 2014. The Directors haveplaced on record its deep appreciation for thevaluable services rendered by Dr. Rakesh Jainduring his association with the Company.

Subject to the approval of the shareholders,Mr. Lalit Naik, the Deputy Managing Director ofthe Company has been appointed as theManaging Director, w.e.f. 1st July, 2014.The resolution, seeking Mr. Lalit Naik’sappointment has been included in the Notice ofthe ensuing Annual General Meeting together withhis brief details. Your Directors commend theresolution for your approval.

In order to comply with the provisions of theCompanies Act, 2013, read with rules framedthereunder, it was proposed to make the term ofeach of the Executive Directors of the Company,liable to retire by rotation.

Mr. Sushil Agarwal was appointed as the Whole-time Director of the Company at the Annual

General Meeting of the Company held on

28th September, 2011 and was not liable to retire

by rotation. As authorised by the shareholders

at the aforesaid Annual General Meeting, the

Board of Directors approved partial modification

in the terms of appointment of Mr. Sushil Agarwal

to include him in the directors liable to retire by

rotation. Since, the term of appointment of

Mr. Sushil Agarwal has been amended to make

it liable to retire by rotation, the resolution

seeking Mr. Sushil Agarwal’s appointment

together with his brief details have been included

in the Notice of the ensuing Annual General

Meeting. Your Directors commend the resolution

for your approval.

Mrs. Rajashree Birla and Mr. B. L. Shah, Directors

of your Company retire from the office by rotation

and, being eligible, offer themselves for

re-appointment at the ensuing Annual General

Meeting. Resolutions seeking their appointment

together with their brief profile have been

included in the Notice of ensuing Annual General

Meeting. Your Directors commend the resolutions

for your approval.

AWARDS AND RECOGNITIONYour Company has been the proud recipient of

the following awards and recognitions:

• INDIAN RAYON DIVISIONi) 3rd Annual Greentech CSR Award-2013

in Chemical Sector, awarded by

Greentech Foundation, New Delhi.

• JAYA SHREE TEXTILES DIVISIONi) Performance Excellence Trophy – IMC

Ramkrishna Bajaj National Quality

Award 2013.

ii) Trophy for significant improvement in

productivity – CII Eastern Region

Productivity Awards 2013-2014.

iii) Bronze Award in the Chairman’s WCM

Awards 2013 in the Business Category.

• MADURA FASHION AND LIFESTYLEPeter England:i) India’s Second Most Trusted Brand –

Brand Equity Study (2008-13).

ii) Most Desired Fashion Concept for

PE-Oxygeans.

iii) Best Store Front & Best Signage – Retail

Design Awards 2014.


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Louis Philippe:i) Best Apparel Brand – Textile Ministry.

ii) Champion CRM Program of the Year –Loyalty Summit 2013.

Van Heusen:i) Most Popular Youth Brand – Women’s

formal wear Award, from Youth MarketingForum.

Allen Solley:i) Best Window Display 2013–VMRD Awards.

ii) Best Formal Brand – North EastConsumer Forum.

Planet Fashion:i) Awarded certificate for entering top

100 ranks for franchisee opportunitiesfor the year 2013.

• ADITYA BIRLA INSULATORS – RISHRADIVISIONi) Valued Customer Award by CPRI in

Testing and Certification category.

ii) Special Export Award by CAPEXIL inExport category.

AUDITORSM/s. Khimji Kunverji & Co., Joint Statutory Auditorof the Company, retire and, being eligible, offerthemselves for appointment, to hold office fromthe conclusion of the ensuing Annual GeneralMeeting till the conclusion of the next AnnualGeneral Meeting.

S. R. Batliboi & Co. LLP, Joint Statutory Auditor ofthe Company have expressed their unwillingnessto continue as the Joint Statutory Auditors of theCompany and Branch Auditors of Indo GulfFertiliser Division at Jagdishpur and Jaya ShreeTextiles Division at Rishra, upon the conclusion ofthe ensuing Annual General Meeting. S R B C &Co. LLP have expressed their willingness to beappointed as Joint Statutory Auditors of theCompany and Branch Auditors as aforesaid atthe ensuing Annual General Meeting of theCompany, to hold office till the conclusion of thenext Annual General Meeting. A special noticehas been received from a member holding fivelakh shares in accordance with provisions ofSection 140(4)(i) of the Companies Act, 2013proposing appointment of S R B C & Co. LLP, asthe Joint Statutory Auditors of the Company andBranch Auditors as aforesaid.

Your Directors recommend the appointment ofthe Auditors as set out in the accompanyingNotice of the Annual General Meeting.

A Certificate from them confirming complianceof Section 115 of the Companies Act, 2013, hasalso been received by the Company.

The observations made in the Auditors’ Reportare self-explanatory and, therefore, do not callfor any further comments under Section 217(3)of the Companies Act, 1956.

COST AUDITORSThe Company has appointed the following CostAuditors for conducting the audit of cost recordsof the Company for the financial year 2013-14:

i) For Indian Rayon, Veraval - VFY & Chemicals- M/s. Ashwin Solanki & Associates

iii) For Jaya Shree Textiles, Rishra - TextilesM/s. R. Chakraborty & Co.

iv. For Indo Gulf Fertilisers, Jagdishpur -Fertilisers & Chemicals - M/s. K. G. Goyal &Associates

v) For Madura Fashion and Life Style,Bengaluru - Ready Made Garments -M/s. G. N. V. & Associates

vi) For Insulators - Halol & Rishra - Insulators -M/s. S. S. Puranik & Associates

The Audit Committee has received a Certificatefrom the Cost Auditors certifying theirindependence and arm's length relationshipwith your Company. In accordance with theCompany's (Cost Audit Report) Rules, 2011, thedue date for filing the Cost Audit Report in XBRLfor the financial year ended 31st March, 2013was 30th September, 2013 and the same wasfiled before the due date.

APPRECIATIONDirectors take this opportunity to express theirsincere appreciation for the excellent support andco-operation extended by the shareholders,customers, suppliers, bankers and other businessassociates. The Directors gratefully acknowledgethe ongoing co-operation and support providedby Central and State Governments and allRegulatory bodies.

The Directors place on record their deepappreciation for the exemplary contribution madeby employees at all levels, their dedicated effortsand enthusiasm has been pivotal to theCompany’s growth.

For and on behalf of the Board

Mumbai Kumar Mangalam Birla26th June, 2014 Chairman

DIRECTORS’ REPORT TO THE SHAREHOLDERSD

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Aditya Birla Nuvo Limited DIRECTORS’ REPORT – ANNEXURE ‘A’

Auditor's Certificate on Corporate Governance

To

The Members of Aditya Birla Nuvo Limited

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

('the Company'), for the year ended on 31st March, 2014, as stipulated in Clause 49 of the Listing

Agreement of the Company with Stock Exchanges.

2. 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.

3. 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.

4. 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 on behalf of For and on behalf of

Khimji Kunverji & Co. S. R. Batliboi & Co. LLPFirm Registration Number: 105146W Firm Registration Number: 301003E

Chartered Accountants Chartered Accountants

Per Shivji K. Vikamsey Per Vijay ManiarPartner Partner

Membership No. 2242 Membership No. 36738

Mumbai Mumbai

Date: 26th June, 2014 Date: 26th June, 2014

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any,

th

e E

SO

SC

om

pe

ns

at

io

nC

omm

ittee

had

re-

pric

edth

e op

tions

from

` 1

,802

/-to

` 6

87/-

per

optio

n on

20th

Aug

ust,

2010

The

exer

cise

pric

e w

asde

term

ined

by

aver

agin

gth

e cl

osin

g pr

ice

of t

heC

ompa

ny’s

equ

ity s

hare

s,fo

r th

e im

med

iate

lypr

eced

ing

7 da

ys fr

om th

ed

ate

of

issu

e,

and

disc

ount

ing

it by

15%

.

Exer

cise

Pric

e:` 6

87/-

per

optio

n.

The

exer

cise

pric

e w

asde

term

ined

by

aver

agin

gth

e cl

osin

g pr

ice

of t

heC

ompa

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equ

ity s

hare

s,fo

r th

e im

med

iate

lypr

eced

ing

7 da

ys fr

om th

ed

ate

of

issu

e an

ddi

scou

ntin

g it

by 1

5%.

Exer

cise

Pric

e:` 6

97/-

per

optio

n.

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exer

cise

pric

e w

asde

term

ined

by

aver

agin

gth

e cl

osin

g pr

ice

of t

heC

ompa

ny’s

equ

ity s

hare

s,fo

r th

e im

med

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lypr

eced

ing

7 da

ys fr

om th

ed

ate

of

issu

e an

ddi

scou

ntin

g it

by 1

5%.

Exer

cise

Pric

e:` 7

48/-

per

optio

n

The

exer

cise

pric

e w

asth

e cl

osin

g m

arke

t pr

ice

of th

e eq

uity

sha

res

of th

eco

mpa

ny a

day

prio

r to

the

date

of

gran

t.(on

6th

Dec

, 13

) at

N.S

.E.

bein

g` 1

239.

80 p

er s

hare

.

The

exer

cise

pric

e w

asth

e cl

osin

g m

arke

t pr

ice

of th

e eq

uity

sha

res

of th

eco

mpa

ny a

day

prio

r to

the

date

of g

rant

. (on

28t

hJa

n, 1

4) a

t N

.S.E

. be

ing

` 1

053.

85 p

er s

hare

.

RSU

s be

gra

nted

at

anex

erci

se p

rice

of `

10/

-ea

ch (i

.e. a

t the

face

val

ueof

the

Equi

ty S

hare

s of

the

Com

pany

on

the

date

of

Gra

nt o

f RSU

s).

RSU

s be

gra

nted

at

anex

erci

se p

rice

of `

10/

-ea

ch (i

.e. a

t the

face

val

ueof

the

Equi

ty S

hare

s of

the

Com

pany

on

the

date

of

Gra

nt o

f RSU

s).

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CMYK

Aditya Birla Nuvo Limited DIRECTORS' REPORT - ANNEXURE 'B'

Dilu

ted

earn

ings

per

sha

re` 5

3.74

Diff

eren

ces

betw

een

the

empl

oyee

com

pens

atio

n co

st,

com

pute

d us

ing

intri

nsic

val

ue o

f the

sto

ck o

ptio

ns,

and

the

empl

oyee

com

pens

atio

n co

st th

at s

hall

have

been

reco

gniz

ed if

the

fair

valu

e of

the

optio

ns w

as u

sed.

` 1

.78

Cro

re

The

impa

ct o

f thi

s di

ffere

nce

on p

rofit

s an

d on

EPS

of t

he C

ompa

ny.

The

effe

ct o

f ado

ptin

g th

e fa

ir va

lue

on th

e ne

t inc

ome

and

earn

ings

per

sha

re fo

r 20

13-1

4 is

as

pres

ente

d be

low

:

Parti

cular

s20

13-14

(` in

Crs

)N

et P

rofit

afte

r Ta

x bu

t bef

ore

exce

ptio

nal i

tem

s67

3.95

Add

: Com

pens

atio

n co

st a

s pe

r In

trins

ic V

alue

1.49

Less

: Com

pens

atio

n co

st a

s pe

r Fa

ir Va

lue

3.27

Adjus

ted N

et Inc

ome

672.1

7Ea

rning

per S

hare

(`)

Basic

Dilut

edA

s re

porte

d54

.30

53.7

4

As

adju

sted

54.1

553

.59

Dis

clos

ure

purs

uant

to th

e pr

ovis

ions

of t

he S

ecur

ities

and

Exc

hang

e B

oard

of I

ndia

(Em

ploy

ee S

tock

Opt

ions

Sch

eme

and

Empl

oyee

Sto

ck P

urch

ase

Sche

me)

Gui

delin

es, 1

999

ESOS

- 20

06ES

OS -

2013

Parti

cular

sDe

tails

of E

mploy

ee S

tock

Opt

ions

Detai

ls of

Emp

loyee

Sto

ck O

ption

sDe

tails

of R

estri

cted S

tock

Unit

sas

on

March

31, 2

014

as o

n Ma

rch 31

, 201

4as

on

March

31, 2

014

Tranc

he 1

Tranc

he 2

Tranc

he 3

Tranc

he 4

Tranc

he 5

Tranc

he 1

Tranc

he 2

Tranc

he 1

Tranc

he 2

(23rd

Aug

ust, 2

007)

(25th Ja

nuar

y, 20

08)

(20th A

ugus

t, 201

0)(8th S

eptem

ber, 2

010)

(7th June

, 201

1)(7th D

ecem

ber, 2

013)

(29th Ja

nuar

y, 20

14)

(7th Dec

embe

r, 201

3)(29

th Janu

ary,

2014

)iii

)Id

entif

ied

empl

oyee

s w

ho w

ere

gran

ted

optio

nsN

ilN

ilN

ilN

ilN

ilN

ILN

ILN

ILN

IL

durin

g an

y on

e ye

ar, e

qual

to o

r exc

eedi

ng 1

%

of th

e is

sued

cap

ital (

excl

udin

d ou

tsta

ndin

g

war

rent

s an

d co

nver

sion

s) o

f the

Com

pany

at th

e tim

e of

gra

nt.

k)(i)

Wei

ghte

d-av

erag

e ex

erci

se p

rices

and

wei

ghte

d-

aver

age

fair

valu

es o

f opt

ions

who

se e

xerc

ise

NA

NA

pric

e eq

uals

the

mar

ket p

rice

of th

e st

ock.

(ii)

Wei

ghte

d-av

erag

e ex

erci

se p

rices

and

wei

ghte

d-W

eigh

ted-

aver

age

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ghte

d-av

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ted-

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ted-

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eigh

ted-

aver

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aver

age

fair

valu

es o

f opt

ions

who

se e

xerc

ise

exer

cise

pric

e: `

687

/-ex

erci

se p

rice:

` 6

87/-

exer

cise

pric

e: `

687

/-ex

erci

se p

rice:

` 6

97/-

exer

cise

pric

e: `

748

/-ex

erci

se p

rice:

` 1

,239

.80

exer

cise

pric

e: `

1,0

53.8

5ex

erci

se p

rice:

` 1

0ex

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se p

rice:

` 1

0

pric

e is

less

than

the

mar

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of th

e st

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Wei

ghte

d-av

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irW

eigh

ted-

aver

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fair

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ted-

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age

fair

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d-av

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eigh

ted-

aver

age

fair

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ghte

d-av

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e fa

irW

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ted-

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age

fair

Wei

ghte

d-av

erag

e fa

ir

valu

e of

opt

ions

:va

lue

of o

ptio

ns:

valu

e of

opt

ions

:va

lue

of o

ptio

ns:

valu

e of

opt

ions

:va

lue

of o

ptio

ns :

valu

e of

opt

ions

:va

lue

of R

SUs

:va

lue

of R

SUs

:

` 3

55.1

2` 3

66.5

4`

471.

44` 4

86.8

2`

443.

49` 4

98.6

5`

498.

65` 1

,179

.30

` 1,

179.

30

(iii)

Wei

ghte

d-av

erag

e ex

erci

se p

rices

and

wei

ghte

d-

aver

age

fair

valu

es o

f opt

ions

who

se e

xerc

ise

NA

NA

pric

e ex

ceed

s th

e m

arke

t pric

e of

the

stoc

k.

l)A

des

crip

tion

of th

e m

etho

d an

d si

gnifi

cant

assu

mpt

ions

use

d du

ring

the

year

to e

stim

ate

the

fair

Bla

ck -

Scho

les

Mer

ton

Form

ula

Bla

ck -

Scho

les

Mer

ton

Form

ula

valu

es o

f opt

ions

, inc

ludi

ng

On th

e Date

of G

rant

(i)R

isk-

Free

Inte

rest

Rat

e (%

)7.

787.

788.

098.

098.

098.

888.

878.

888.

87

(ii)

Expe

cted

Life

(N

o. o

f Yea

rs)

5.00

5.00

5.00

5.00

5.00

3.50

3.50

5.50

5.50

(iii)

Expe

cted

Vol

atili

ty (

%)

38.0

038

.00

54.0

453

.88

34.0

530

.02

29.9

730

.02

29.9

7

(iv)

Div

iden

d Yi

eld

(%)

0.52

0.52

0.86

0.86

0.57

0.61

0.73

0.62

1.23

(v)

The

Pric

e of

the

unde

rlyin

g sh

are

in m

arke

t1,

283.

001,

948.

7081

6.85

839.

8090

5.10

1,23

9.80

1,05

3.85

1,23

9.80

1,05

3.85

at th

e tim

e of

gra

nt o

f opt

ions

/RSU

s (`

)

On th

e Date

of R

e-pric

ing(i)

Ris

k-Fr

ee In

tere

st R

ate

(%)

8.09

8.09

(ii)

Expe

cted

Life

(N

o. o

f Yea

rs)

2.00

3.00

(iii)

Expe

cted

Vol

atili

ty (

%)

54.0

454

.04

(iv)

Div

iden

d Yi

eld

(%)

0.36

0.50

(v)

The

Pric

e of

the

unde

rlyin

g sh

are

in m

arke

t81

6.85

816.

85

at th

e tim

e of

Re-

pric

ing

of o

ptio

ns (`)

* C

ease

d to

be

in e

mpl

oym

ent o

f the

Com

pany

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Information under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report

for the year ended 31st March, 2014.

DIRECTORS’ REPORT – ANNEXURE ‘C’

A. CONSERVATION OF ENERGYa) Energy conservation measures taken :

In line with the Company’s declaredcommitment towards conservation ofnatural resources, all business divisionshave continued with their efforts toimprove energy usage efficiencies.

The Company is engaged in thecontinuous process of energyconservation through improvedoperational and maintenance practices.

Steps taken by various divisions of theCompany in this direction are as under:-

i) Rayon Division• Reduced power consumption by

doing Liquid chlorine filling intonners through pump instead ofPadding Air Pressure.

• Reduced power consumption byeliminating operation of HypoCirculation pump.

• Reduced power consumption byeliminating Rectifier Pit Pump afterreplacement of conventional typeHeat Exchangers by double tubeheat exchanger.

• Reduced power consumption byproviding VFD in Cooling TowerFans of Cooling Tower 3 forRectifier & VAM.

• Installation of plant condensaterecovery system for waterconservation.

• Replacement of HPMV lightingswith LED type fixtures.

• Replacement of old inductionmotors with energy efficientmotors.

ii) Insulator Divisions• Installation of waste heat recovery

system (recuperator) in kiln k-2 forwaste heat recovery whichreduces the fuel consumption.

• Application of low densityinsulating motar on k-7 roof whicharrest heat loss resulting in lowfuel consumption.

• Optimized humidifier running bycontrolling its maximum speed

through variable frequency drive.

• Administration block lightingvoltage controlled through lightingtransformer.

• Elimination of Compressed air inwiping section of Head GlazingMachine.

iii) Fertilisers Division• Replacement of 250 watt HPSV

Street lights in plant area with90 watt LED Light fittings.

• Replacement of 2 x 40 watt tubelight fittings with 30 watt LED lightsand of 250 watt HPSV lamps with90 watt LED light in Township.

• Replacement of existing HT motorof Clear water pump in Sapthinplant by energy efficient LT motor.

• Recovery of MEA solution fromreclaimer waste in CDR Plant.

• Replacement of 5 Nos. of Geyserwith Solar Water Heater for CentralCanteen.

b) Additional Investments & Proposals, ifany, being implemented for reductionof consumption of Energy.i) Rayon Division

• Conversion of Electrolyzer-D(Gen-IV) to Latest Generation Vb(39 KWH/T).

• Recoating & remembraning ofelements removed fromElectrolyzer-D & place on2nd Generation Electrolyzer-B.

• Remembraning of Electrolyzer-G(6 KWH/T).

ii) Insulator Divisions• Installation of recuperator in k-3,

k-4, k-5, k-6 & five thermo pack.

• VFD for submersible pumps.

• Replacement of 2X40 watt tubelights with 20 watt LED Lightfittings.

iii) Fertilisers Division• Replacement of 250 watt HPSV

lights with 90 watt LED Light

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Aditya Birla Nuvo Limited DIRECTORS’ REPORT – ANNEXURE ‘C’

fittings in Plant area.

• Replacement of 2X40 watt tubelights with 20 watt LED Lightfittings in Plant area.

• Replacement of 250 watt FloodLight Fittings with LED Flood LightFittings of 90 watt in township andfarm house.

• Installation of Power Factorimprovement panel at 11KVsubstation of UPPCL powersupply.

iv) Textile Division• Installation of LED (15 watt) tube-

light in place of conventional 36watt tube-light.

• Replacement of 130 TR AC Plantas 1 kw/TR is high as 0.95 against0.73.

• Replacement of Transformer of10MVA, 132/33 KV due to lowefficiency.

• Percentage of Unburnt coalreduced from 12% to 5%.

c) Impact of measures at (a) and (b) abovefor reduction of energy consumptionand consequent impact on the cost ofproduction of goods:The energy conservation measures takenin Rayon Division have resulted/will resultin energy saving and consequentdecrease in the cost of production.

Energy conservation measures taken sofar have resulted in reducing the energyconsumption in the Insulator Divisions.Besides this, Energy conservation leadsto reduction in consumption of fossil fuel(natural gas / naphtha) and consequentialreduction in CO

2 gas emission, a green

house gas, thus abating global warming.

Energy conservation measures taken inFertilisers Division have resulted inreducing the energy consumption in thefertilizer complex. Besides this, energyconservation leads to reduction inconsumption of fossil fuel (natural gas /naphtha) and consequential reduction inCO

2 gas emission, a green house gas,

thus abating global warming.

d) Total Energy Consumption and EnergyConsumption per Unit of Production as

per prescribed Form – A (Schedule A)As per Annexure attached.

B. TECHNOLOGY ABSORPTIONEfforts made in Technology Absorption as perForm “B” given below :

Form “B”1. RESEARCH AND DEVELOPMENT (R & D)

a) Specific areas in which R & D carriedout by the Company.i) Rayon Division

• Developed product variants like180/107, 160/80, 50/6, 600/10,450/150, 600/150 etc.

• Yarn range like 50/24 and 60/24in Super fine deniers developedin PSY.

• Coarser denier with low dpf(denier per filament) produced toenhance silky feel of yarn.

• Successfully implemented lowtemperature drying.

• Benchmarking studies carried outwith competitors to identify theimprovement areas.

• Process trials carried out tooptimize spinning machineconfiguration for various deniers.

ii) Insulator DivisionsThe thrust areas for R&D in theInsulators Divisions are in processimprovement, formulation optimizationand new product development.

iii) Fertilisers DivisionThe thrust areas for R&D in theFertilisers Division are in new productand process improvement. Thespecific areas are development ofprocess and product for customizedfertilizers and specialty fertilizers asper FCO order.

b) Benefits derived as a result of theabove R & D.i) Rayon Division

The research and developmentactivities carried out in RayonDivision have resulted in:

• Improvement in process andproductive capacity.

• Better quality and marketability ofproducts.

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• Development of new range of

products.

• Value addition in the existing

products.

• Enhancement of product range.

• Development of eco friendly

products and reduction of cost of

production.

The research and development

activity carried out in InsulatorDivisions has resulted in optimizing

all the resources and leading to:-

• Reduction of Metal Caps weight

through redesigning;

• Introduction of New Products like

HVDC Insulators;

• Small Level Automation and

Process Modification.

The research and development

activities carried out in FertilisersDivision have resulted in:

Production of value added product

“Neem Coated Urea” for the farmers

under the brand name “KRISHIDEV”.

Customised Fertiliser was successfully

launched in various districts of U.P.

The usage by farmers in these

districts showed an improvement in

yield for paddy and wheat by an

average of 12-15% and for cash crops

such as potato and sugarcane by

20%.

c) Future Plan of Actioni) Rayon Division

• Introducing our yarn in new

segments and markets.

• Development of specialty yarn

namely fancy yarns, yarn with

fragrance, Antimicrobial yarn etc.

• Enhance colour yarn quality.

• Improvement in intrinsic quality of

yarn.

• New application development to

introduce VFY in knit domestic

market.

• Efforts towards reduction in

energy consumption.

ii) Insulator Divisions• Development of Indian blended

clay.

• High speed mixing process usingnew technology.

• Development of fast curing cementto reduce assembly cycle time.

• Development of 420 KN HVDCproduct range.

iii) Fertiliser Division• Technology for the manufacture of

specialty fertilizers such asBentonite Sulphur, Water SolubleFertilizer and Soil adjuvant suchas Zyme has been developed.Commercial production of theseproducts has also beensuccessful and plans to launchthese products in 2014-15.

• Applied for approval of seedingCustomised Fertilisers for Bengal,Punjab and Haryana fromJagdishpur. Soil analysis andformulation development work hasbeen initiated for the above states,and various formulation studiesare currently in progress in theirrespective state agriculturaldepartment.

d) Expenditure on Research andDevelopment

Particulars ` (in Lakhs)Capital Expenses NilRecurring Expenses 692.97

Total 692.97

Total R&D Expenditureas a percentage ofTotal Revenue 0.09%

2. TECHNOLOGY ABSORPTION,ADAPTATION AND INNOVATIONa) Efforts in brief, made towards

technology absorption, adaptation andinnovationi) Rayon Division

• ENKA plant successfullycommissioned;

• Various other initiatives taken viz.:

a) Commissioning of CSYmachines - "Refurbished" in-house;

DIRECTORS’ REPORT – ANNEXURE ‘C’D

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productivity and reduction in

overall energy consumption.

• Efforts are being made along with

technology suppliers and

technological institutes etc. for

exploring the possibility of

recovering low grade heat. This

would lead to reduction in energy

consumption and consequently

reduction in CO2 gas emissions,

a green house gas, thus abating

global warming.

• The CF production facility has

been designed to produce

multiple specialty fertilizer

products ranging from CF to

specialty products such as Water

Soluble Fertilizers.

• Bentonite Sulphur and Organic

Fertilizer blends. This is a

significant technological

innovation achievement as there

are separate technologies and

plants for the same.

• Continuous efforts are made

to carry out formulation

improvements and customize the

solution to the farmer based on

farmer assessment and feedback

in each district.

b) Benefits derived as a result of theabove effortsQuality improvement in existing range,

development of new market segments,

improvement in process, productivity and

cost control, increase in customer base

and yield, improvement in energy

consumption and energy efficiency and

reduction in input material consumption.

c) Information regarding Technologyimported during the last years– Technology : Spool Spun yarn

imported technology from

ENKA, Germany.

– Has Technology

been fully absorbed : Yes

d) Foreign Exchange Earnings and OutgoThe information on Foreign Exchange

Earnings and outgo is contained in Notes

to Accounts as Note Nos. 27, 28 and 31.


b) Installation of Beam sizing;

c) Installation of Mist condensers

in spin bath area;

d) Recycling of yarn wash water

in after treatment department

for reducing water

consumption;

e) Installed linear speed SSM

make winding machine in

Textile department for uniform

winding tension and pressure;

f) Twisters developed for SSY

spool unwinding.

• Development of new shades for

customers in premium segment.

• Trials carried out with various pulp

blends in viscose pilot plant for

optimizing yarn properties.

• Joint projects with customers

carried out for yarn dyeing.

ii) Insulator Divisions• Ongoing efforts are made with

technology suppliers and

technological institutes etc. for

exploring the possibility of

recovering low grade heat. This

would lead to reduction in energy

consumption and consequently

reduction in CO2 gas emissions,

a green house gas, thus abating

global warming.

• The high speed mixing technology

for dough making has been

designed to reduce process

variations. This will deliver uniform

mix of ingredients and moisture

distributions across and between

batches and will eliminate process

steps such as ball milling,

blunging, ratio mixing, filter

pressing with reduced energy

consumption.

iii) Fertilisers Division• Continuous efforts are made to

prepare steam, power and

material balances and to check

on the actual performance against

design. These measures have

helped in increasing the

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* Previous year figures now include Madura Fashion and Lifestyle Division

Form-AForm for disclosure of particulars with respect to conservation of energy.

(A) Power and Fuel Consumption:Units Current Previous

Year Year*

1 Electricity(A) Purchased - Units KWH in Lacs 1879.64 1465.06

Total Amount ` in Lacs 11091.38 9074.38Rate per Unit ` 5.90 6.19

(B) Own Generation(i) Through Diesel Generator - Units KWH in Lacs 94.74 88.65

Unit per Ltr. of Diesel Oil Units/Ltr 3.59 3.53Cost Per Unit ` 17.35 15.51

(ii) Through Steam Turbine/Generator - Units KWH in Lacs 2693.16 3086.61Unit per ton of steam coal Units/Tonne 938.00 1020.00Cost Per Unit ` 4.40 4.01

(iii) Through Gas Turbine MWH 1.72 1.77Natural Gas + Naphta KWH/MCAL 546.30 542.52Cost per unit `/KWH 8.96 7.90

2 Coal (Grade B, C and D) (used in Boilers)Quantity Tonnes 302.50 319.30Total Cost ` in Lacs 12729.01 13190.86Average Rate ` per tonne 4207.97 4131.21

3 Furnace OilQuantity K.Ltrs. 3278.40 2671.46Total Amount ` in Lacs 1457.04 1105.18Average Rate ` per K. Ltr 44443.63 41369.89

4 SKO/CP/PX SlopQuantity K.Ltrs. 3717.21 3133.11Total Amount ` in Lacs 1797.54 1464.38Average Rate ` per K. Ltr 48357.22 46738.80

5 Natural Gas (includesNGAPM/JVPMT/RLNG/SPOT)Quantity Sm3 160576.23 163587.86Total Amount ` in Lacs 64333.08 57096.09Average Rate `/1000 Sm3 40.06 34.90

6 LPGQuantity MT 2339.07 2808.16Total Amount ` in Lacs 1617.33 1785.32Average Rate `/MT 69144.15 63576.15

(B) Consumption Per Unit of Production:1 Electricity (KWH)

Viscose Filament Rayon Yarn MT 5133.00 5030.00Other Yarns MT 6946.50 7035.60Caustic Soda MT 2333.00 2339.00Fabrics Mtr 1338.60 1520.40Carbon Black MT - 484.00Urea MT 171.61 165.69Insulators MT 808.14 857.32Customised Fertilisers SM3 160.01 159.36

2 Coal (Grade B, C and D)Viscose Filament Rayon Yarn (MT) MT 5.78 4.30Other Yarns (Kg) KG 1.04 1.21

3 Furnace Oil (Kilo Ltr.)Viscose Filament Rayon Yarn MT 0.12 0.12Other Yarns MT 53.7 37.80

4 SKO /C9 /PX Slop (Kilo Ltr.)Insulators MT 0.16 0.14

5 Natural Gas (SM3)Insulators MT 593.92 661.25Urea MT 147.01 141.90

6 LPGInsulators MT 0.1 0.12

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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.com

5. E-mail ID [email protected]@adityabirla.com

6. Financial Year Reported 1st April, 2013 to 31st March, 2014.

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

Insulators (Power & Energy) 8546

Garments (Fashion & Lifestyle) 0199

8. List three key products/services that (i) Agri Business (Fertiliser, Agro Chemicals and

the Company manufactures/provides Seeds)

(as in the Balance Sheet) (ii) Fashion and Lifestyle (Garments)

(iii)Rayon Yarn

9. Total number of locations where i. Number of International Locationsbusiness activity is undertaken (Provide details of major 5): 1

by the Company ii. Number of National Locations: 44

10. Markets Served by the Company Local State National International✓ ✓ ✓ ✓

Section B: Financial Details of the Company

1. Paid-up Capital (INR) ` 13,008.50 lakhs

2. Total Turnover (INR) ` 8,02,035 lakhs

3. Total Profit After Tax (INR) ` 67,395 lakhs

4. Total Spending on Corporate Social The total spending on Corporate SocialResponsibility (CSR) as percentage Responsibility (CSR) is 0.84% 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, Healthcare, Sustainable Livelihood,in 4 above has been incurred 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 parent company?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 Information1. Details of Director/Directors responsible for BR

a) Details of the Director/Directors responsible for implementation of the BR Policy/PoliciesDIN Number : 02943588 – Mr. Lalit Naik

00020425 – Dr. Rakesh Jain

Name : Mr. Lalit Naik (w.e.f. 1st July, 2014)

Dr. Rakesh Jain (up to 30th June, 2014)

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

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 in nine areas of Business

Responsibility. These 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 P91. 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

Yes. Signed by the MD.signed 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 beView restricted to employees.

viewed online?

7. Has the policy been formallycommunicated to all relevant The policies are communicated to key stakeholders.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 the

Board of Directors, Committee of theBoard or CEO assess the BRperformance of the Company. Within3 months, 3-6 months, annually, morethan 1 year.The Management of the Companyperiodically assesses the BR performanceof the Company.

• Does the Company publish a BR or aSustainability Report? What is thehyperlink for viewing this report? Howfrequently it is published?Business Responsibility Report, SocialReport on Inclusive Growth andSynergizing Growth with Responsibility(Sustainable Development) are part of theAnnual Report. It is published every year.It is also available on the Company’swebsite www.adityabirlanuvo.com orwww.adityabirla.com

Section E: Principle – wise performanceAditya Birla Nuvo Limited (ABNL) is a part of theAditya Birla Group, which has long standing policieson various aspects of doing business andmanaging its external interface.

Principle 1: Businesses should conduct andgovern themselves with Ethics, Transparencyand Accountability.1. Does the policy relating to ethics, bribery

and 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.In the FY 2013-14, total 9 complaints were

received, out of which 8 were satisfactorily

resolved. Details in respect of Investor’s

Complaint have been provided in the

Shareholders’ Information section of the Annual

Report.

Principle 2: Businesses should provide goodsand services that are safe and contribute tosustainability throughout their life cycle.1. List up to 3 of your products or services

whose design has incorporated social orenvironmental concerns, risks and/oropportunities.The Company is a responsible corporate

citizen and is committed to sustainabledevelopment and looks at ways to preservethe environment and manage resources

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responsibly. Being aware of its obligationsrelating to social and environmental concerns,and risks, the Company’s CustomizedFertilizers Plant is designed for zero effluent.At various stages, emission control measureshave been incorporated to keep environmentalemission below the environmental norms.

i. Our products Woollen Yarn, Wool Tops,Linen Yarn and Linen Fabric are made ofnatural fibre.

ii. Customized fertilizers have been launchedto improve the nutrient level efficiency andreduce environmental losses. Indo GulfFertilizers Unit has developed andmanufactured neem coated urea whichpromotes slow release of nitrogen andconsequential reduction in emission ofgreen house gases.

iii. To stop accident due to speed or to avoidany environmental release in theatmosphere, Indian Rayon Unit hasinstalled GPS (Global Positioning System)in the trucks carrying hazardous gases.

2. For each such product, provide followingdetails in respect of resource use (energy,water, raw material, etc.) per unit of product(optional):(i) Reduction during sourcing/production/

distribution achieved since the previousyear throughout the value chain?Indo Gulf Fertilizers Unit has taken severalinitiatives to reduce consumption ofenergy and water during its uses. It hasinbuilt processes to treat processcondensate generated in manufacturingand condensate generated is recycled /reused.

Madura Fashion & Lifestyle Unit usesorganic cotton which requires less waterand energy in making of the product.

Jaya Shree Textile Unit has reduced its coalconsumption by 13% in last 5 years and76% reduction in furnace oil consumption.

(ii) Reduction during usage by consumers(energy, water) has been achieved sincethe previous year?Madura Fashion & Lifestyle Unit – In caseof Sun Clean Denim for AW’14, organicstains gets decomposed when exposed

to sunlight.

At Indo Gulf Fertilizers Unit, use of

customised fertilizers, neem coated urea

and Municipal Waste/city composts has

improved agricultural productivity by

10 - 15%, improved organic content of soil

resulting in better nutrient uptake and also

helped in reduction of environment losses.

3. Does the company have procedures in placefor sustainable sourcing (includingtransportation)?(i) If yes, what percentage of your inputs

was sourced sustainably? Also providedetails thereof, in about 50 words or so.The Company has built up highly

integrated horizontal and vertical

integration processes in its operation. All

the major inputs under the Company’s

control are sourced sustainably. At Indo

Gulf Fertilizers Unit, there are inbuilt

processes to treat process condensate

generated in manufacturing and 93% of

condensate generated is recycled /

reused. Besides this, about 55% of total

treated effluent water is utilized for

irrigation purpose before its disposal.

Municipal waste improves organic content

of the soil resulting in better nutrient

uptake. Natural Gas is used as major

raw material for Ammonia / Urea

manufacturing. 100% of Natural Gas is

sourced on sustainable basis and is

supplied by gas pipeline network of Gas

Authority of India Limited (GAIL).

Madura Fashion & Lifestyle Unit, to ensure

that banned substances are not used in

production does its sourcing from

OEKO-TEX certified mills. Also, there has

been a reduction in use of poly bags and

instead, use of paper bags is encouraged.

4. Has the company taken any steps toprocure goods and services from local &small producers, including communitiessurrounding their place of work? If yes,what steps have been taken to improvetheir capacity and capability of local andsmall vendors?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.

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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.

At Aditya Birla Insulators Unit, R&D 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.

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 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. For example: we

have both dry and wet dedusting system to

100% recycle of Urea dust particle carried with

air during bulk urea transportation. Besides

this, we have installed system to reuse treated

effluent for irrigation purpose thus reducing

quantity of effluent discharge. Recently we

have 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.

Principle 3: Businesses should promote thewellbeing of all employees.1. Please indicate the Total number of

employees.27,322

2. Please indicate the Total number ofemployees hired on temporary /contractual/casual basis.10,694

3. Please indicate the Number of permanentwomen employees.6,901

4. Please indicate the Number of permanentemployees with disabilities.161

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 NA

2. Sexual

harassment NIL NA

3. Discriminatory

employment NIL NA

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* gradation1. Permanent Employees 100% 89%

2. Permanent Women

Employees 100% 86%

3. Casual/Temporary/

Contractual Employees 100% 86%

4. Employees with Disabilities 100% 80%

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 and

external stakeholders? Yes/NoYes.

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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, 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 includes:

• Health camps, Vocational trainings,

Community Health Care Centers.

Undertaking specific health interventions

at rural villages, along with reputed

hospitals and NGOs, Rotary and Local

bodies.

• Engaging with local community and

underprivileged people surrounding the

plant locations, through development

projects being implemented for their social

and economic well being.

• Supporting small farmers.

• Providing/supporting education through

balwadis, adult education centres,

scholarships, education to women and

children through VIDYA VIKAS Programs.

• Providing education aid support like

Uniforms, Notebooks, desk, etc and Skill

development programs (computer and

tailoring education) to the rural

government school students.

• Tailoring Training Classes for the rural

women in co-ordination with IGNOU and

Local NGOs.

Principle 5: Businesses should respect andpromote human rights.1. Does the policy of the Company on Human

Rights cover only the Company or extendsto the Group/Joint Ventures / Suppliers /Contractors/NGOs/others?The Company has put 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 and

what 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 cover

only the company or extends to the Group/Joint Ventures / Suppliers / Contractors/NGOs/others?Company’s Safety, Health and Environment

Policy covers 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

Repor t of the Annual Repor t for

environmental initiatives taken. The same is

also available on the Company’s website

www.adityabirlanuvo.com or www.adityabirla.com

3. Does the company identify and assesspotential environmental risks? Y/NYes.

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.

Indian Rayon Unit has obtained Environmental

Clearance (EC) from Ministry of Environment

& Forests, Government of India, (MoEF) to

enhance production capacity of Viscose

Filament Yarn. As per the EC conditions, the

industry has to submit Conditions Compliance

Report every six months to MoEF. The industry

has submitted the six-monthly reports regularly

to the office of MoEF.

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

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renewable energy. Please refer to Annexure C

of the Directors’ Report of the Annual Report

Financial Year 2013-14 for energy conservation

initiatives. The same is also available on the

Company’s website www.adityabirlanuvo.com or

www.adityabirla.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.

Number of show cause/ legal noticesreceived from CPCB/SPCB which arepending (i.e. not resolved to satisfaction) ason end of Financial Year.NIL.

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 and

chamber or association? If Yes, Name onlythose major ones that your business dealswith:The Company is a Member of several

associations viz.

• Fertilisers Association of India (FAI)

• Confederation of Indian Industry

• Federation of Indian Exporters

Organisation

• Associated Chambers of Commerce &

Industry of India

• Retailer Association of India

• Indian Merchant Chamber

• Alkali Manufacturing Association

• National Safety Council

• Association of Man Made Fibre Industry

• Federation of Indian Chamber of

Commerce & Industry

2. Have you advocated/lobbied through aboveassociations for the advancement orimprovement of public good? Yes/No; if yesspecify the broad areas (drop box: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.

Principle 8: Businesses should supportinclusive growth and equitable development.1. Does the company have specified

programmes/initiatives/projects in pursuitof the policy related to Principle 8? If yes,details thereof.Yes, the Company has formulated a well –

defined CSR Policy which focuses on the

following major areas:

• Health

• Education

• Women Empowerment

• Sustainable Livelihood Development

• Infrastructure Support

• Social Reforms

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?The Company has spent an amount of

` 322.04 lakhs 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

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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 with andprovide value to their customers and consumersin a responsible manner.

1. What percentage of customer complaints/consumer cases are pending as on the endof financial year.As at 31st March, 2014 out of the customer

complaints / consumer complaints received

during financial year 2013-14, 95% were

resolved.

2. Does the company display productinformation on the product label, over andabove what is mandated as per local laws?

Yes/No/N.A. / Remarks (additional information)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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Aditya Birla Nuvo LimitedCORPORATE GOVERNANCE REPORTC

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Governance Philosophy

The Aditya Birla Group 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, Aditya Birla NuvoLimited, one of the 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.

Compliance with Corporate GovernanceGuidelines

Your Company is in compliance with the

requirements stipulated under Clause 49 of the

Listing Agreement entered into with the Stock

Exchanges with regard to corporate governance.

Your Company’s compliance with these

requirements is presented in the subsequent

section of this Report.

I. BOARD OF DIRECTORS

(A) Composition of the Board

The Company has a balanced Board, comprising of Executive and Non-Executive Directors

which includes independent professionals. As on 31st March, 2014, the Board comprises of 6

Independent Directors (including a Nominee of LIC), 3 Non-Executive Directors and 3 Executive

Director.

None of the Directors is a Director in more than 15 companies and member of more than 10

committees or acts as Chairman of more than 5 committees across all companies in which they

are Directors. The Non-Executive Directors are appointed or re-appointed with the approval of

the shareholders. All the Directors are liable to retire by rotation except the Executive Directors,

whose term has been determined pursuant to the terms and conditions of their appointment.

The Non-Executive Directors including Independent Directors on the Board are experienced,

competent and highly renowned persons in their respective fields.

The details of the Directors with regards to other directorships, positions in either Audit Committee

or Shareholder’s/Investor’s Grievance Committee as well as attendance at Board Meetings /

Annual General Meeting are as follows:

Name of the Director Category No. of Outside Committee No. of Board AttendedOutside Positions Held2 Meetings Last

Directorship(s) AGMin other Public Member Chairman/ Held Attended

Companies1 Chairperson

Mr. Kumar Mangalam Birla Non-Executive 9 — — 6 4 No

Mrs. Rajashree Birla Non-Executive 6 — — 6 4 No

Mr. B. L. Shah Non-Executive 2 — — 6 4 No

Mr. P. Murari Independent 10 4 3 6 2 No

Mr. B. R. Gupta Independent 2 — 3 6 6 Yes

Ms. Tarjani Vakil Independent 3 2 — 6 6 Yes

Mr. S. C. Bhargava Independent 10 7 1 6 5 No

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Mr. G. P. Gupta Independent 8 2 4 6 5 No

Dr. Rakesh Jain Managing Director 6 2 — 6 6 Yes

Mr. Lalit Naik Deputy Managing Director 3 — — 6 6 Yes

Mr. Sushil Agarwal Whole-time Director 8 2 -— 6 6 Yes

Mr. T. Chattopadhyay Independent 1 1 — 6 3 No

Notes:1. Excluding Directorships held in private companies, foreign companies and companies under Section 25

of the Companies Act, 1956.

2. As required by Clause 49 of the Listing Agreement, disclosure includes membership/chairpersonship of

the Audit Committee and Shareholder’s / Investor’s Grievance Committee.

3. Mr. Kumar Mangalam Birla and Mrs. Rajashree Birla are related as son and mother, respectively. No other

Director of the Company is related to any other Director on the Board.

4. Board at its meeting held on 26th June, 2014, subject to the approval of the shareholders, has appointed

Mr. Lalit Naik as Managing Director of the Company w.e.f. 1st July, 2014, in place of Dr. Rakesh Jain, whose

term as the Managing Director expires on 30th June, 2014; Dr. Rakesh Jain will also cease to be the

Director of the Company.

Name of the Director Category No. of Outside Committee No. of Board AttendedOutside Positions Held2 Meetings Last

Directorship(s) AGMin other Public Member Chairman/ Held Attended

Companies1 Chairperson

(B) Non-Executive Directors’Compensation and Disclosure:-

Sitting fees for attending meetings of the

Board / Committees is paid as per the

provisions of the Articles of Association

of the Company / Companies Act, 1956.

Commission paid to the Non-Executive

Directors is decided by the Board of

Directors, within the limits approved by the

shareholders.

Details of sitting fees / compensation paid

to such Directors are given separately in

this section of the Annual Report.

(C) 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 also

additional meetings are held when

necessary. Seven Board meetings were

held during the year ended 31st March,

2014. The dates on which the said

meetings were held are as follows:

29 th May, 2013; 9 th August, 2013;

6th September, 2013; 13th November, 2013;

30th January, 2014 and 11th February, 2014.

The necessary quorum was present for

all the meetings.

(D) 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 (the

“Code”). The Code is applicable to all the

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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.

II AUDIT COMMITTEE

(A) Qualified Independent AuditCommittee:-

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 Companies

Act, 1956.

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.

All the members of the Company’s Audit

Committee are Independent Directors.

(B) Meetings of Audit Committee:-

The Managing Director and the Whole–time

Director & C.F.O. of the Company are

permanent invitees to the meetings of the

Committee. The statutory as well as internal

auditors of the Company are also invited

to attend the Audit Committee meetings.

Prior to the start of the meeting, members

of the Audit Committee hold independent

discussions with the statutory auditors of

the Company. 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 Secretary to

the Committee.

During the year, the Audit Committee met

seven times to deliberate on various

matters, and details of the attendance of

the Committee members are as follows:

Name of the No. of MeetingsDirector Held AttendedMs. Tarjani Vakil 7 7

(Chairperson)

Mr. P. Murari 7 4

Mr. B. R. Gupta 7 7

Mr. G. P. Gupta 7 7

The scope of the Audit Committee is to

review, from time to time, the internal

control procedures, the accounting

policies of the Company, oversight of the

Company’s financial reporting process to

ensure that the financial statements are

correct, sufficient and credible, and also

such other functions as may be

recommended from time to time by SEBI,

Stock Exchanges and/or under the

Companies Act, 1956, which inter-alia

include the following:-

1. To monitor and provide effective

supervision of the Management’s

financial reporting process, to ensure

accurate and timely disclosures, with

the highest levels of transparency,

integrity and quality of financial

reporting;

2. Management Discussion and

Analysis of financial condition and

results of operations;

3. Statement of significant related party

transactions submitted by the

Management;

4. Evaluation of internal financial

controls and risk management

systems;

5. Discussion with internal auditors of

any significant findings and follow up

there on; and

6. Reviewing, with the Management,

performance of statutory and internal

auditors, adequacy of the internal

control systems.

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Other Board Committees:

Names of the other Committee(s), and brief terms of reference of meetings held during the

FY 2013-14 are as under:-

Name of the Committee Members Terms of Reference

ESOP Compensation

Committee

Corporate Social

Responsibility Committee

Investor Relations and

Finance Committee

Risk Management

Committee

Note: The meetings of the above Committees are held from time to time.

Mr. Kumar Mangalam Birla

Mr. B. R. Gupta

Mr. G. P. Gupta

Mrs. Rajashree Birla

Ms. Tarjani Vakil

Dr. Rakesh Jain

Mr. P. Murari

Mr. B. L. Shah

Dr. Rakesh Jain

Ms. Tarjani Vakil

Mr. G. P. Gupta

Mr. S. C. Bhargava

Dr. Rakesh Jain

Mr. Lalit Naik

Mr. Sushil Agarwal

Formulating ESOS Scheme, its

implementation, administration and

supervision and formulating detailed

terms and conditions in accordance

with the relevant SEBI Guidelines.

To assist the Board in discharging its

social responsibilities by way of

formulating, monitoring and

implementing the Corporate Social

Responsibility Policy.

To consider issues relating to

shareholders as well as systems and

procedures followed to track investor

complaints and suggest measures for

improvement from time to time.

To review and reassess the risks of the

businesses and to develop an effective

risk mitigation plan. Respective

Business Heads are invited to attend

Risk Management meetings held to

discuss their respective Businesses.

III Subsidiary CompaniesThe 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 Directors of the Company.

IV Disclosures

(A) Basis of Related Party Transactions:All the related party transactions are

strictly done on arm’s length basis. The

Company places all the relevant details

relating to related party transactions

before the Audit Committee from time to

time. Particulars of related party

transactions are listed out in Note No. 42

to the Balance Sheet forming part of the

Annual Report.

(B) Disclosure of Accounting Treatment:The Company has followed all the relevant

Accounting Standards while preparing the

financial statements.

(C) Risk Management:The Company has developed

comprehensive risk management policy

and it is reviewed by the Risk Management

Committee and the Audit Committee,

which, in turn, informs the Board about the

risk assessment and minimization

procedures. With a view to strengthen the

risk management framework and to

continuously review and reassess the risk

that the businesses of the Company are

confronted with, the Company has

constituted a Risk Management

Committee. Senior Executives of each of

the businesses/units present the risk

management process and implementation

of risk mitigation plans.

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(D) Proceeds from Public Issues, RightsIssues, Preferential Issues, etc.:The Company discloses to the Audit

Committee, the uses/applications of

proceeds/funds raised from public issues,

private placement of non-convertible

debentures, preferential issues, etc., as

part of quarterly review of financial results.

(E) Remuneration of Directors:The Company has a system where all the

directors and senior management of the

Company are required to disclose all

pecuniary relationship or transactions with

the Company. No significant material

transactions have been made with the Non-

Executive Directors vis-à-vis the Company.

Besides sitting fees @ of ` 20,000/- per

meeting of the Board or Committee thereof,

the Company also pays commission to the

Non-Executive Directors of the Company.

For the F.Y. 2013-14, considering the

financial performance of the Company,

the Board has decided to pay commission

of ` 4.50 Crore (Previous Year: ` 4.00

Crore) to the Non-Executive Directors of

the Company, which is not exceeding 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

9th August, 2012. The amount of

commission payable is determined after

assigning weightage to attendance, type

of meeting and preparations required, time

spent, etc. The Company also reimburses

out-of-pocket expenses incurred by the

Directors for attending the meetings.

The Details of Remuneration Paid to the Directors for/in the FY 2013-14 are as follows:(` in Lakhs)

Name of the Director Salary, Allowance, Performance-linked Sitting FeesPerquisites and Other Income/Bonus Paid/ Paid

Benefits Commission PayableWhole-time DirectorsDr. Rakesh Jain 575.38 112.39

Mr. Sushil Agarwal 175.37 52.06

Mr. Lalit Naik 238.86 83.31

OthersMr. Kumar Mangalam Birla — 405.00 1.20

Mrs. Rajashree Birla — 16.09 0.80

Mr. B. L. Shah — 2.16 1.00

Mr. P. Murari — 2.50 1.40

Mr. B. R. Gupta — 5.72 3.20

Ms. Tarjani Vakil — 5.95 3.00

Mr. S. C. Bhargava — 3.10 1.40

Mr. G. P. Gupta — 7.98 3.00

Mr. T. Chattopadhyay — 1.51 0.60

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 courseof normal employment.

3. The appointment of Whole-time Directors is subject to termination by three months’ notice in writing by either side.

4. Details of Options and RSUs granted to the Whole-time Directors during the year are set out below as also inAnnexure to the Directors’ Report.

5. No severance fees are paid to any Director of the Company.

6. Performance Review System is primarily based on competencies and values. The Company closelymonitors growth and development of top talent in the Company to align personal aspiration with the organisation’spurpose.

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Details of Stock Options granted to the Directors under Employee Stock OptionsScheme-2006 (ESOS-2006) are as under:Name of the Director 1st Tranche 4th Tranche

No. of Vesting Exercise No. of No. of Vesting ExerciseOptions Date / % Period Options Options Date / % PeriodGranted (within) Exercised / Granted (within)

DateDr. Rakesh Jain 13,470 23.08.08 22.08.13 3,368 on 6,730 08.09.11 07.09.16

(25%) 28.06.13 (25%)

23.08.09 22.08.14 08.09.12 07.09.17 (25%) (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%)

Mr. Sushil Agarwal 4,040 23.08.08 22.08.13 1,010 on 5,222 08.09.11 07.09.16(25%) 22.08.13 (25%)

23.08.09 22.08.14 08.09.12 07.09.17(25%) (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%)

Details of Stock Options/Restricted Stock Units granted to the Directors under EmployeeStock Options Scheme-2013 (ESOS-2013) are as under:Tranche 1

Name of the Director No. of *Vesting Exercise No. of **Vesting ExerciseStock Date/ Period Restricted Date/ Period

Options % (within) Stock Units % (within)Granted Granted

Dr. Rakesh Jain 52,459 07.12.2014 5 years 18,887 All RSUs 5 years

(25%) from each granted will from

07.12.2015 Vesting vest on Vesting

(25%) Date 7th December, Date

07.12.2016 2016

(25%)

07.12.2017

(25%)

Mr. Sushil Agarwal 26,230 07.12.2014 5 years 9,443 All RSUs 5 years

(25%) from each granted will from

07.12.2015 Vesting vest on Vesting

(25%) Date 7th December, Date

07.12.2016 2016

(25%)

07.12.2017

(25%)

* Subject to the satisfaction of performance target as determined by ESOS Compensation Committee for each of the Vesting.

** Linked to continued employment with the Company.

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Details of Shareholding of Non-Executive Directors in the Company as on 31st March,2014, is as follows:

Name of the Director No. of Shares Held @

Mr. Kumar Mangalam Birla* 4,609

Mrs. Rajashree Birla 127,634

Ms. Tarjani Vakil 177

Mr. S. C. Bhargava 233

Mr. G. P. Gupta 339

* Excluding 150 shares held as Karta of H.U.F.

@ Considered only shares held singly or as first shareholder.

(F) Management:The Management Discussion and Analysis

Report is prepared in accordance with the

requirements laid down in Clause 49 of the

Listing Agreement and forms part of this

Annual Report.

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.

(G) Shareholders:The Company has provided the details

of new Directors and Directors seeking

re-appointment in the Annual General

Meeting Notice attached with this

Annual Report.

Quarterly Presentations on the Company

results are available on the website of

your Company (www.adityabirlanuvo.com

/ www.adityabirlanuvo.co.in) 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. A half-yearly declaration of

financial performance including

summary of the significant events in the

last six-months, is being sent to each

household of the shareholders.

Investor Relations and Finance Committee:Your Company has an “Investor Relations and

Finance Committee” comprising of Mr. P. Murari,

Mr. B. L. Shah and Dr. Rakesh Jain as members.

Mr. P. Murari is the Chairman of the Committee.

The Committee looks into various issues relating

to shareholders including transfer and transmission

of shares as well as non-receipt of dividend, Annual

Report, shares after transfers and delays in transfer

of shares. In addition, the Committee looks into

other issues including status of dematerialisation/

re-materialisation of shares as well as systems and

procedures followed to track investor complaints,

and suggests measures for improvement from time

to time.

During the year under review, the Committee met

twice to deliberate on various matters referred

above. Details of attendance of Directors for the

Committee meeting are as follows:

Name of the Non-Executive/ No. ofDirector Executive Meetings

Held AttendedMr. P. Murari Non-Executive 1 1

Mr. B. L. Shah Non-Executive 1 1

Dr. Rakesh Jain Executive 1 1

The Company Secretary acts as Secretary to the

Committee. She is the Compliance Officer of the

Company and also responsible for redressal of

investor complaints.

The Company’s shares are compulsorily traded

and delivered in the dematerialised form in all Stock

Exchanges. To expedite the transfer in the physical

segment, necessary authority has been delegated

to officers, to transfer upto 5,000 shares under one

transfer deed. Details of share transfers/

romi.talwar

Text Box

once

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transmission approved by the officers are placed

before the Committee from time to time.

Details of complaints received, number of shares

transferred during the year, time taken for effecting

these transfers and the number of share transfers

are given in the Shareholder’s Information section

of this Annual Report.

V. CEO/CFO Certification:The CEO and CFO certification of the financial

statements and the cash flow statement for the

year is enclosed separately at the end of this

report.

VI. Report on Corporate Governance:A separate section on Corporate Governance

forms part of the Annual Report. Certificate

from the Statutory Auditors confirming

compliance with the conditions of Corporate

Governance as stipulated in Clause 49 of the

Listing Agreement of the Stock Exchanges in

India also forms part of this Annual Report.

VII. 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

(EOGM) were held at the Registered Office of

the Company at Indian Rayon Compound,

Veraval - 362 266, Gujarat.

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/EOGM Date Time Special Resolution Passed2010-11 AGM 28th September, 2011 11:00 A.M. Yes1

2011-12 EGM 25th April, 2012 11:30 A.M. Yes2

2011-12 AGM 9th August, 2012 11:30 A.M. Yes3

2012-13 AGM 6th September, 2013 11:30 A.M. Yes4

1For revision in limits of remuneration of Whole-time Director(s).2For the issue and allotment of Warrants to Promoter and/or Promoter Group on a preferential basis.3For payment of commission to Non-Executive Directors.4For 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.

Postal Balloti) During the year, one resolution was passed through Postal Ballot to authorise the Board/

Committee of Directors to sell/transfer Company’s Carbon Black business.

ii) The procedure adopted for the above referred Postal Ballot is set out below:

The Carbon Black Business Committee on 6th April, 2013, approved the Postal Ballot process

and appointed Mr. Bipin L. Makwana, Practicing Company Secretary, as Scrutinizer for

conducting the voting process. Voting rights were reckoned on the paid-up value of the shares

registered in the name(s) of the Member(s) on the cut-off date, i.e., 5th April, 2013. The posting

of the notice along with the Postal Ballot form to the Members got completed on 8th April, 2013.

Shareholders were provided an option of voting either through e-voting or by physical mode.

The Postal Ballot forms were required to be tendered to the Company by 5:30 p.m. on

21st May, 2013. The time of closure of the voting by electronic mode was 5:30 p.m. on

21st May, 2013. The Scrutinizer submitted his report to Mr. Sushil Agarwal, Whole-time Director

& CFO of the Company who was appointed as the Chairman for declaring the Postal Ballot out

come, on 22nd May, 2013. Based on the Scrutinizers report, the results of the Postal Ballot were

declared on 23rd May, 2013, at the Corporate Office of the Company.

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iii) The details of voting results for the resolutions are set out below:

Particulars No. of Postal No. of Equity % of VotesBallot Forms Shares (Votes) Received

Total Postal Ballot/Votes Received 2,497 77,044,829 64.09

Less: Number of Invalid

Postal Ballot/Votes Received 43 150,752 00.13

Net Valid Postal Ballot/

Votes Received 2,454 76,894,077 63.96

Total Postal Ballot/

Votes with Assent 2,319 76,877,783 63.95

Total Postal Ballot/

Votes with Dissent 135 16,294 00.01

MEANS OF COMMUNCIATION

Quarterly Results:

Newspaper in which normally financial results are published in:

Newspaper Cities of Publication

Business Standard All editions

Economic Times All editions

Western Times Gujarati (Ahmedabad )

Website, where displayed the information : www.adityabirlanuvo.com

www.adityabirlanuvo.co.in

www.adityabirla.com

Whether it also displays official news releases : Yes

Presentations made to investors/analysts : Yes

General Shareholders’ Information : Published as a separate section

in this report.

Status of Compliance of Non-Mandatory Requirements: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) For the financial year 2014, the Company did not have a Remuneration Committee except for

ESOP. The remuneration of the Managing/Whole-time Director is fixed by the Board of Directors

within limits approved by the Shareholders.

3) Performance update consisting of financial and operational performance for the first six months

of financial year is being sent to the shareholders.

4) During the period under review, there is no audit qualification in the financial statement.

The Company continues to adopt best practices to ensure unqualified financial statements.

5) The Company has established a policy for employees to report to the management, concerns

about unethical behaviours, actual or suspected fraud or violation of the Company’s Code of

Conduct.

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CEO/CFO CERTIFICATION

To,

The Board of Directors

Aditya Birla Nuvo Limited.

1. We have reviewed the financial results of Aditya Birla Nuvo Limited for the period ended

31st March, 2014, and to the best of our knowledge and belief:

I. These statements do not contain any materially untrue statement or omit any material fact or

contain statement that might be misleading;

II. 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

period ended 31st March, 2014, 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. 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.

4. We have indicated to the Auditors and the Audit Committee:

I. Significant changes in the Company’s internal control over financial reporting during the period;

II. Significant changes in accounting policies during the period; and

Ill. 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 Sushil Agarwal Dr. Rakesh JainDate: 20th May, 2014 (Whole-time Director & CFO) (Managing Director)

DECLARATIONAs 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, 2014.

Place: Mumbai Dr. Rakesh JainDate: 20th May, 2014 (Managing Director)

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1. Annual General MeetingDate and Time : 11th September, 2014 at 11:30 a.m.

Venue : Registered Office:

Indian Rayon Compound

Veraval - 362 266

Gujarat, India

2. Financial Calendar for ReportingFinancial reporting for the quarter ending 30th June, 2014 : August, 2014

Financial reporting for the half year ending 30th September, 2014 : October/November, 2014

Financial reporting for the quarter ending 31st December, 2014 : January/February, 2015

Financial reporting for the year ending 31st March, 2015 : April/May, 2015

Annual General Meeting for the year ended 31st March, 2015 : July/August, 2015

3. Dates of Book Closure : 30th August, 2014 to11th September, 2014

(both days inclusive)

4. Dividend Payment Date : On or after 11th September, 2014

5. Registered Office and Investor Service Centre : Indian Rayon Compound

Veraval - 362 266

Gujarat, India

Phone: (02876) 245711/248401

Fax: (02876) 243220

E-mail: [email protected]

6. Website : http://www.adityabirlanuvo.com

http://www.adityabirla.com

7. Corporate ID No. (CIN) : L17199GJ1956PLC001107

8. Listing on Stock Exchanges at:Equity Shares and Debentures* (refer Note 1) Global Depository Receipts (GDRs)

a) BSE Limited (BSE) Luxembourg Stock ExchangePhiroze Jeejeebhoy Tower Societe de la Bourse de Luxembourg

Dalal Street Societe Anonyme, R.C.B 6222, B.P 165

Mumbai - 400 001 L-2011, Luxembourg

b) National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Plot No. C/1, G- BlockBandra–Kurla Complex, Bandra (East)Mumbai - 400 051

Notes: 1. Debentures are listed at BSE Limited (BSE) only.

2. Listing Fees as applicable has been paid.

3. Annual custody/issuer fee for the year 2014-15 has been paid by the Company to NSDLand CDSL.

9. 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

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10. Overseas Depository for GDRs : Citibank N.A., Depository Receipts

388 Greenwich Street, New York, NY – 10013, USA

Phone: 001212-657-8782, Fax: 212/825-5398

11. 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: (+91 022) 66672000, Fax: (+91 022) 66672779/40

12. Debt Securities : The Wholesale Debt Market (WDM) segment of BSE

13. Debenture Trustees : IDBI Trusteeship Services Limited (for 29th and

30th Series of Debentures) Asian Building,

Ground Floor, 17, R. Kamani Marg, Ballard Estate,

Mumbai - 400 001

Phone: (+91 022) 40807000 Fax: (+91 022) 40807080


14. Stock Price Data:Year/Month BSE Limited National Stock Exchange Luxembourg

Stock ExchangeHigh Low Close Av. High Low Close Av. High Low Close

Volume Volume(In `) (In Nos.) (In `) (In Nos.) (In US$)

Apr-13 1,055.20 930.00 1,048.20 5,140.95 1,051.00 930.15 1,048.45 1,51,096.60 19.50 17.04 19.50May-13 1,131.00 1,024.05 1,059.55 21,455.48 1,132.00 1,023.10 1,059.60 2,07,703.30 20.06 18.56 18.76Jun- 13 1,095.15 1,013.60 1,063.15 10,492.60 1,095.90 1,012.60 1,065.75 1,59,915.40 18.96 17.03 17.86Jul- 13 1,215.85 1,004.85 1,165.30 8,526.61 1,217.90 1,002.15 1,165.25 1,89,544.30 20.21 16.71 19.29Aug-13 1,271.00 996.40 1,125.85 14,792.65 1,274.00 996.35 1,136.05 2,51,181.40 20.42 15.12 17.14Sep-13 1,256.00 1,055.00 1,245.00 5,456.50 1,253.00 1,054.35 1,242.20 1,53,987.60 20.15 15.71 19.89Oct-13 1,290.10 1,180.00 1,229.05 8,428.67 1,291.00 1,178.35 1,227.80 1,35,197.50 20.69 19.42 19.95Nov-13 1,266.40 1,148.00 1,246.70 4,450.25 1,269.00 1,146.00 1,248.60 1,01,113.50 20.32 18.34 19.96Dec-13 1,285.00 1,170.00 1,240.55 3,647.48 1,284.75 1,166.15 1,242.70 91,404.620 20.72 19.00 20.07Jan-14 1,249.00 1,047.00 1,103.15 8,284.83 1,249.95 1,045.50 1,103.05 1,26,977.00 19.52 16.86 17.63Feb-14 1,148.65 1,060.00 1,085.05 7,966.74 1,133.00 1,060.90 1,086.45 1,56,421.30 18.14 17.11 17.57Mar-14 1,123.85 1,030.00 1,094.15 8,403.57 1,123.90 1,032.25 1,091.30 1,51,012.30 18.25 16.99 18.25

15. Stock Performance:Month ABNL NSE BSE ABNL NSE BSE

NSE Closing Prices in ` CNX Nifty S&P Sensex Indexed Indexed IndexedApr- 13 1,048.45 5,930.20 19,504.18 100.00 100.00 100.00

May-13 1,059.60 5,985.95 19,760.30 101.06 100.94 101.31

Jun- 13 1,065.75 5,842.20 19,395.81 101.65 98.52 99.44

Jul- 13 1,165.25 5,742.00 19,345.70 111.14 96.83 99.19

Aug-13 1,136.05 5,471.80 18,619.72 108.36 92.27 95.47

Sep-13 1,242.20 5,735.30 19,379.77 118.48 96.71 99.36

Oct- 13 1,227.80 6,299.15 21,164.52 117.11 106.22 108.51

Nov-13 1,248.60 6,176.10 20,791.93 119.09 104.15 106.60

Dec-13 1,242.70 6,304.00 21,170.68 118.53 106.30 108.54

Jan- 14 1,103.05 6,089.50 20,513.85 105.21 102.69 105.18

Feb-14 1,086.45 6,276.95 21,120.12 103.62 105.85 108.29

Mar-14 1,091.30 6,704.20 22,386.27 104.09 113.05 114.78

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16. Stock Performance and Returns over past few years:

Absolute Return (In %) 1 Year 3 Years 5 YearsAditya Birla Nuvo 11.87% 34.01% 145.26%

BSE Sensex 18.85% 15.12% 130.58%

NSE Nifty 17.98% 14.92% 121.92%

Annualised Returns (In %) 1 Year 3 Years 5 YearsAditya Birla Nuvo 11.87% 10.25% 19.65%

BSE Sensex 18.85% 4.81% 18.19%

NSE Nifty 17.98% 4.74% 17.28%

(Source: www.bseindia.com;www.nseindia.com)17. Registrar and Transfer Agents : In-house Share Transfer

(For share transfers and other Registered with SEBI as Category II - Share

communication relating to share Transfer Agent (Registration No. INR000001815)certificates, dividend and change Investor Service Centreof address, etc.) Registered Office:

Indian Rayon CompoundVeraval - 362 266, Gujarat, IndiaPhone: (02876) 245711, 248629Fax: (02876) 243220E-mail: [email protected]

18. Share Transfer System : 97.80% of the Equity Shares of your Company are inelectronic form. Transfers of these shares are donethrough the depositories with no involvement of theCompany. As regards transfer of shares held in physicalform the transfer documents can be lodged at theInvestor Service Centre of the Company at the aboveaddress.

Transfer of shares in physical form is registerednormally within 10-15 days from the date of receipt,provided that the documents are complete in allrespects. Investor Relations & Finance Committeeof the Board considers and approves transfers above5,000 shares under one transfer deed. Further,certain officers of the Company have beenauthorised to approve transfers upto 5,000 sharesunder one transfer deed.

The total number of shares transferred in physicalform during the year was 21,237 (PreviousYear: 20,203). Majority of transfers were completedwithin 5 days from the date of receipt.

Details of Share Transfer during the Financial Year 2013-14Transfer Period No. of Transfers No. of Shares % Cumulative

(in Days) Total %1 - 5 381 17,512 82.83 82.83

6 - 15 43 2,109 9.35 92.18

16 and above 36 1,616 7.82 100.00

Total 460 21,237 100No transfer of shares was pending as on 31st March, 2014.

Legal Proceedings on share transfer issues: No major legal proceedings relating to transfer of

shares, during the year.

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19. Investor Services:(a) The Investor and Secretarial services of your 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. Nature of Complaints 2013-14No. Received Cleared1 Opening Pending Complaint 1 –

2 Relating to Transfer, Transmission, Duplicate 4 4

3. Non-receipt of Dividend 9 9

4. Annual Report 17 17

5. Demat-Remat 3 3

6. Non- receipt of Shares of IGFL, BGFL 1 1

7. Others 1 1

Total 36 35

20. Distribution of Shareholding as on 31st March, 2014:No. of Equity No. of % of No. of % ofShares Held Shareholders Shareholders Shares Held Shareholding

1 - 100 114,344 80.38 2,841,294 2.18

101 - 200 13,819 9.71 1,973,647 1.52

201 - 500 9,074 6.38 2,821,764 2.17

501 - 1000 2,869 2.02 2,022,616 1.55

1001 - 5000 1,716 1.21 3,275,354 2.52

5001 - 10000 158 0.11 1,115,231 0.86

10000 and above 280 0.20 116,035,066 89.20

Total 142,260 100 130,084,972 100

21. Categories of Shareholding as on 31st March, 2014:Category No. of % of No. of % of

of Shareholders Shareholders Shareholders Shares Held ShareholdingPromoters andPromoter Group 19 0.01 74,444,697 57.23

Banks, Mutual Funds, Financial Institutions and Insurance CompaniesUTI and other

Mutual Funds 99 0.07 5,757,944 4.43

Banks, Financial

Institutions and

Insurance Companies 61 0.04 9,877,569 7.59

Foreign InvestorsFIIs 295 0.21 20,054,937 15.42

NRIs/OCBs 5,035 3.54 1,068,008 0.82

GDRs* 4 0.00 3,182,052 2.45

Corporates 1,815 1.27 3,240,195 2.49

Others - Individuals 134,932 94.86 12,459,570 9.57

Total 142,260 100 130,084,972 100* GDRs includes 1,425,000 GDRs held by Promoters/Promoter Group

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22. Dematerialisation of Shares : Shares of your Company are required to be compulsorily

and Liquidity traded in the dematerialised form. The shares of the

Company are admitted for trading under both the

Depository Systems in India-NSDL and CDSL. Equity

Shares of your Company representing 97.80% of your

Company's Equity Share Capital are dematerialised as on

31st March, 2014.

23. Details on use of public funds : No public funds have been obtained in the last 3 years.

obtained in the last three years

24. Outstanding GDRs/Warrants and : GDRsConvertible Bonds, Conversion Outstanding GDRs as on 31st March, 2014 are 3,182,052

date and likely impact on Equity amounting to 2.45% of outstanding paid-up equity capital

of your Company. Each GDR represents one underlying

equity share.

Convertible WarrantsShareholders had approved issue of 16,500,000 warrants

on preferential basis to Promoters and/or Promoter Group

in the Extraordinary General Meeting of the Company held

on 25th April, 2012. These warrants, entitled the holder

thereof to apply for and obtain allotment of one equity

share of the face value of ` 10/- each within a period of

18 months from the date of allotment.

On exercise of their option for conversion of the aforesaid

warrants into equity shares and on receipt of payment

thereof, the following Equity Shares have been allotted to

the Promoter Group companies:

Date of Allotment No. of Equity Shares

26th March, 2013 6,680,000

8th November, 2013 9,820,000

TOTAL 16,500,000

As on 31st March, 2014, there are no outstanding

convertible securities of the Company.

GDR holders 2.45%

Promoters 57.23%

Ins�tu�ons 27.44%

Non-ins�tu�ons 12.88%

Category-wise Equity Shareholders

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27. Investor Correspondence:Other than Secretarial Matters Chief Financial Officer


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


[email protected]

26. 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 - 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: 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

25. Secretarial Audit : As stipulated by Securities and Exchange Board of India

(SEBI), a firm of qualified Practising Company Secretaries

carries out the Reconciliation of Share Capital Audit to

reconcile the total admitted capital with National Securities

Depository Limited (NSDL) and Central Depository Services

(India) Limited (CDSL), and the total issued and listed capital.

This audit is carried out every quarter and the report thereon

is submitted to stock exchanges, NSDL and CDSL and is

also placed before the Board of Directors.

29. Corporate Benefits to Investors:

Dividend Declared for the last 10 YearsFinancial Dividend Dividend

Year Declaration Per Share2003-04 30.06.2004 4.00

2004-05 24.06.2005 4.00

2005-06 17.08.2006 5.00

2006-07 26.03.2007 5.50

2007-08 09.07.2008 5.75

2008-09 10.07.2009 4.00

2009-10 06.08.2010 5.00

2010-11 28.09.2011 5.50

2011-12 09.08.2012 6.00

2012-13 06.09.2013 6.50

30. Investor Services:1. Equity Shares of your Company are under

compulsory demat trading by all investors,

with effect from 5th April, 1999. Considering

the advantages of scripless trading,

shareholders are requested in their own

interest to consider demateralisation of their

shareholding so as to avoid inconvenience in

future.

2. 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 dematerialised form:

• Indian address for sending all

communications, if not provided earlier;

• 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;

• E-mail ID and Fax No.(s), if any; and

• RBI permission with date to facilitate prompt

credit of dividend in their Bank Accounts.

31. General Information:1. 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

On Secretarial and Investor Vice President & Company SecretaryGrievances Matters Aditya Birla Nuvo Limited

Registered Office:Investor Service CentreIndian Rayon CompoundVeraval - 362 266, Gujarat, India.Phone: (02876) 245711/248629/248495

Fax: (02876) 243220


Corporate Office:A-4, Aditya Birla CentreS.K. Ahire Marg, Worli, Mumbai - 400 030.Phone: (022) 6652 5585Fax: (022) 6652 5821/2499 5821E-mail: [email protected]

28. Per Share Data: 2013-14 2012-13 2011-12 2010-11 2009-10

Net Earnings (` Crore) 673.95 423.05 345.39 379.69 283.40

Cash Earnings (` Crore) 805.53 639.69 533.06 568.88 457.20

Basic Earnings Per Share (EPS) (`) 54.30 37.23 30.43 35.84 28.81

Cash EPS (`) 64.90 56.30 46.96 53.70 46.48

Dividend Per Equity Share (`) @7.00 6.50 6.00 5.50 5.00

Dividend Payout (on Net Earnings) (%) 14.50 18.47 19.72 19.11 20.98

Book Value Per Equity Share (`) 623.26 570.11 500.24 475.79 452.52

@ Recommended by the Board for approval of the shareholders at the ensuing Annual General Meeting.

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Aditya Birla Nuvo LimitedSHAREHOLDERS’ INFORMATIONS

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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.

2. 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.

3. 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.

4. In accordance with the provisions of section

56(1) of the Companies Act, 2013, shares are

required to be lodged within a 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.

5. Shareholders are requested to keep record

of their specimen signature before lodgement

of shares with the Company to obviate the

possibility of difference in signature at a later

date.

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 send the

relevant Share Certificates to the Company.

7. Section 72 of the Companies Act, 2013,

extends nomination 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.

32. 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 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.

33. Updation of Permanent Account Number(PAN):As per Circular No. MRD/DoP/Cir-05/2009dated 20th May, 2009, issued by Securities andExchange Board of India (SEBI), it ismandatory to quote Permanent AccountNumber (PAN) for participating in the securitiesmarket. Therefore, Members holding shares indematerialised form are requested to submitthe PAN details to their depository participants,whereas Members holding shares in physicalform are requested to submit the PAN detailsto the Investor Service Centre, Indian Rayon

Compound, Veraval-362 266.

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34. 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. 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.

35. Cost Audit Reports:Ministry of Corporate Affairs (MCA), vide its

General Circular No. 8/2012 dated 10th May, 2012

as amended on 9th June, 2012, has mandated

that all the Cost Auditors and their concerned

companies shall file their Cost Audit Reports

and Compliance Reports for the year 2011-

12 onwards (including the overdue reports

relating to any previous year) in XBRL mode.

For this purpose, the applicable taxonomy,

business rules, validation tools, etc., and also

the Product Group classification required for

preparing the Cost Audit Report and

compliance reports as per the notified Cost

Accounting Records Rules, 2011, and Cost

Audit Report Rules, 2011, have been

prescribed.

Accordingly and in compliance with the above

circular, the Company has filed the Cost Audit

Report and Compliance Report for the

financial year 2012-13 in XBRL mode on date

21.09.2013 vide SRN No.S22415749 and

SRN No.S22423917, respectively.

36. 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 your Company. In compliance

with the provisions of the said Clause, the

Company has sent three reminders under

Registered Post to the Shareholders, whose

share certificates were returned undelivered

and are lying unclaimed so far.

The details of product filed under the Cost Audit Report for the year 2012-13 is tabled below:

Name and Address of the Auditor ProductM/s. Ashwin Solanki & Associates Rayon & ChemicalsD/104, Koyna, Shantivan, Viscose Filament Yarn, Caustic Soda,Near National Park, Borivali-East, Sulphuric Acid.Mumbai - 400 066.

Reg. M. No. 20602

M/s. K.G. Goyal & Associates, Fertilisers8 Chitragupt, Jyoti Nagar Railway Urea, Customised Fertilisers and Electricity.Crossing, Jaipur - 302 005

Reg. M. No.10884

M/s. R. Chakraborty & Co., Textiles18, N.S. Road, 3rd Floor, Room No. 10, Flax Yarn, Fabrics and Worsted Yarn.Kolkata - 700 001.

Reg. M. No. 24403

M/s. S. S. Puranik & Associates Aditya Birla InsulatorsFF-57, Suryakiran Complex InsulatorsOld Padra Road,Vadodara - 390 015

Reg M. No. 7113

M/s. GNV & Associates Ready Made Garments#8, 1st Floor, 4th Main Road,Chamarajpet, Bangalore - 560 018

Reg. M. No. 7568

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Aditya Birla Nuvo LimitedSHAREHOLDERS’ INFORMATIONS

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In terms of Clause 5A(II) of the Listing

Agreement, your Company is taking

appropriate steps on transferring and

dematerialising unclaimed shares into one

folio in the name of “Aditya Birla Nuvo Limited

Unclaimed Suspense Account”. In case, your

shares are lying unclaimed with the Company,

you are requested to claim the same. Upon

transfer and dematerialisation to the suspense

account, the voting rights on such shares shall

remain frozen till the rightful owner of such

shares claims the shares.

37. Green Initiative in Corporate Governance:In order to conserve paper and save

environment, the Ministry of Corporate Affairs

(“MCA”), Government of India, has taken a

“Green Initiative in the Corporate Governance”

by allowing paperless compliances by

companies, vide circular dated 21st April, 2011

and 29 th April, 2011, in terms of which

a company would have ensured compliance

with the provisions of section 53 of

the Companies Act, 1956, if service of

documents have been made through

electronic mode.

Environment conservation and sustainable

development are continuously on your

Company’s radar and therefore, your

Company supports MCA in this initiative.

Keeping in view of the aforesaid Green

Initiative of MCA, your Company shall send

the Annual Report to its shareholders in

electronic form, to the e-mail address provided

by them and made available to it by the

Depositories. In case of any change in your

e-mail address, you are requested to please

inform the same to your Depository.

Shareholders can avail e-communication facility

by registering their e-mail address with the

Company through any of the following options:

Company’s Website: By visiting the following

link on the home page:

Important message to Shareholders:

Green Initiative (Refer to the link )

Or

E-mail : By sending an e-mail to

[email protected] and

mentioning the Name(s) and Folio Number/

DP ID and Client ID.

You will avail the following benefits by

registering your e-mail address with the

Company for availing e-communication:

• Enable you to receive communication

promptly;

• Avoid loss of documents in postal transit;

and

• Help in eliminating wastage of paper,

reduce paper consumption and, in turn,

save trees.

Your Company will make available the

said documents on its website

www.adityabirlanuvo.com. Please note that

physical copies of the above documents shall

also be made available for inspection, during

office hours, at the Registered Office of the

Company at Indian Rayon Compound,

Veraval - 362 266, Gujarat.

In case, you wish to receive the same in

physical form, please write to our Investor

Service Centre or send us an e-mail at

[email protected]. Upon receipt

of a request from you, physical copy shall be

provided to you free of cost.

38. Feedback:Members are requested to give us their

valuable suggestions for improvement of our

investor services to our Investor Service

Centre or by visiting the website at the

following link:

Link for Green Initiative:http://www.adityabirlanuvo.com/investors/

downloads/request_annual_report.aspx

Link for Investor Feedback:http://www.adityabirlanuvo.com/investors/

investor_centre/investor_feedback_form.aspx

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Aditya Birla Nuvo LimitedSOCIAL REPORT –TOWARDS INCLUSIVE GROWTH

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Our VisionTo actively contribute to the social and economic

development of the communities in which we

operate. In so doing build a better, sustainable way

of life for the weaker sections of society and raise

the country’s human development index

“ ’’– Mrs. Rajashree Birla,

Chairperson, Aditya Birla Centre for Community Initiatives and Rural Development

Adds Mrs. Birla, “over these decades through our

committed engagement, largely around our plants,

all of us have laboured hard to lift the burden of

poverty, from the lives of thousands. Each one of

our Group Companies such as yours has played

a significant role to bring in change. And together,

we have managed to make a difference. Today

our Group is regarded as an exemplar in the CSR

domain. Our work has been well recognised”.

Since its inception, we at Aditya Birla Nuvo Limited

have been working towards inclusive growth.

The Companies Act 2013 (Act), has been,

primarily introduced, to bring in inclusive growth

in totality, through roping as many corporates as

possible.

Our focus areas are healthcare, education,

sustainable livelihood, infrastructure and social

reform. The Act clubs several areas under different

headings in 10 buckets given below.

Consequently, we have reclassified our activities

as well.

The first is eradicating hunger, poverty and

malnutrition, preventive health care and sanitation

and making available safe drinking water.

Second, education continues to be a major plank.

Within education, the Act includes employment

enhancing vocational skills and livelihood

enhancement projects.

The third plank is promoting gender equality,

empowering women, setting up homes and

hostels for women and orphans. This sits in well

with our women empowerment programmes

including SHGs.

Fourth, on their list is ensuring environmental

sustainability, inclusive of animal welfare, agro

forestry. The projects that we do with BAIF-

integrated livestock development and animal

welfare, water harvesting structures, non-

conventional energy programmes come within its

purview.

Fifth on their list is protection of national heritage,

art and culture, as well as promotion and

development of traditional arts and handicrafts.

In this regard, over the years, in a small way we

have been doing this. Maybe wherever possible

you can scale it up.

The sixth subject in which we are engaged to

some extent is training to promote rural sports.

The seventh, on their agenda is the rural

development projects. All of our work, by and large

falls within its ambit.

Other areas that the Act has specified as CSR

include- measures for the benefit of armed forces

veteran, war widows and their dependents,

contribution to the Prime Minister’s Relief Fund and

other funds set up by the Central Government and

lastly contribution of funds to trusts for CSR

engagement and to technology incubators within

academic institutes approved by the Central

Government.

The Act also makes it mandatory to have a CSR

policy and a CSR Board level Committee in every

Company. The CSR board level committee of your

Company comprises of:

� Mrs. Rajashree Birla, Chairperson

� Dr. Rakesh Jain (upto 30th June, 2014)

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� Ms. Tarjani Vakil, Independent Director

� Dr. (Mrs.) Pragnya Ram, Group Executive

President, Corporate Communications and

CSR, Permanent Invitee

The CSR policy can be accessed on

adityabirlanuvo.com and adityabirla.com.

HighlightsWe pursue a project based approach with a robust

implementation structure, monitoring process and

a team of professionals in place at the Company

units.

Your Company works in 190 villages (including 8

model villages and 26 urban wards) in proximity

to your Company’s 6 Units across 4 states of the

country. We reach out to a rural populace of 8.02

lakh.

Health CareWe organised 936 Rural Mobile Camps and 45

speciality Medical Camps in remote villages at

Veraval, Jagdishpur, and Rishra. At these camps,

over 1,93,170 persons underwent free medical

checkups, availed of medicines and other

diagnostic/referral facilities.

Eye check up camps and Intra Ocular Lens

surgery covered 5,135 patients at Veraval, Rishra,

Bangalore and Jagdishpur, 1,230 Spectacles were

distributed by Madura Fashion & Lifestyle,

Bangalore and Indo Gulf Fertilisers, Jagdishpur.

We performed 1,472 cataract operations in these

camps.

The Company’s Skin Care Centre at Jagdishpur

attended to 6,347 patients. We are pleased to

mention that 42 leprosy patients have been cured

completely.

At mass awareness camps on TB, Leprosy and

AIDS conducted at Rishra, 50,760 people were

examined. The patients detected with leprosy-58,

TB-38 AIDS-1 and physically disabled 188, were

treated/referred to hospitals.

Madura Fashion & Lifestyle, Bangalore organised

a Cancer Awareness and Screening camp in

collaboration with Cancer Care India, and advised

88 people.

The four day camp for the differently-abled

persons at Jagdishpur provided 108 beneficiaries

with artificial limbs, 99 persons with callipers and

24 crutches.

Mother and Child Health CareIn collaboration with the District health department,

7,20,895 polio doses were administered through

603 booths in Jagdishpur, Veraval, Rishra and

Halol. Over 3,660 children were immunised for

other diseases.

In line with the National Rural Health Mission

(NRHM), 603 couples opting for planned families

were supported.

More than 435 adolescent girls in schools in

Jagdishpur were covered under our adolescent

health programmes.

Safe drinking water and sanitationThis year 30 Hand Pumps were repaired,

benefiting 4,839 individuals at Jagdishpur and

Veraval.

Our unit at Jagdishpur trained 1,000 children

covering 9 schools through awareness sessions

on personal hygiene particularly hand wash and

sanitation habits. In a campaign to spread

awareness on Malaria/dengue prevention, we

covered around 920 households.

We aided 130 individual households with toilets

at Veraval and Jagdishpur.

EducationRural schools were extensively supported in the

campaign for enrolment and reducing dropout of

students at Jagdishpur, Veraval, Rishra, Bangalore

and Halol. In this, we reached out to 108 schools

and 21,852 students. In addition merit

scholarships were awarded to 1,850 students.

For our English coaching classes and career

counselling at Veraval and Jagdishpur the

response has been encouraging with the

enlistment of 565 students.

Uniforms, books, notebooks, writing pads, bags

and stationery were distributed to 23,555 children

in proximity to our plants at Bangalore, Veraval,

Jagdishpur, Rishra and Halol.

At various competitions and cultural events

conducted at Veraval and Rishra more than 2,150

students participated.

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The Adult Education Centres at Jagdishpur

imparted basic literacy skills to 221 rural women.

Vocational training, a major focus area at the Birla

Shaktiman Vocational Training Centre saw 82

students qualify in the trades of electrical course,

garments designing, electronics and auto

mechanic with 56 of them selected for placement.

For the coming year 102 students have registered.

In our Girl Child education initiatives we continue

to support Kasturba Gandhi Balika Vidyalayas –

Residential Schools, through identification and

counselling for enrolment, uniforms and safe

drinking water. Currently, we are engaged in 8

schools with 701 girls at Veraval, Bangalore,

Jagdishpur and Halol. We also teach them life

skills like first aid training, adolescent health care

and enlist them in cultural events, towards their

holistic development.

Sustainable LivelihoodYour Company’s Units are running 22 tailoring

centres, empowering and providing alternate

livelihood to 960 rural women at Jagdishpur,

Veraval, Bangalore and Rishra.

At 10 other skills training centres, 471 people

received technical training in jute bag stitching,

nursing, mobile repairing, fitter training and beauty

parlour courses at Jagdishpur, Veraval, Bangalore

and Rishra.

At Rishra, 45 women members supplement their

family income substantially through Jute Bag

production supported by our Unit. The marketing

support for the jute bags is extended by ‘More’Megastore, an Aditya Birla Group Retail Company.

Rehabilitation Programme at JagdishpurAt Jagdishpur, we identified and rehabilitated 30

leprosy, cured patients in an effort to integrate

them in the main stream of society. The cured are

given financial aid to start small enterprises so

that they become self-reliant, and in turn lead their

life with dignity.

Under this scheme, we give out inventory worth

` 8,000/- each to the beneficiaries to start an

income generating activity that they are interested

in. The person is then supposed to return 50% of

the total amount at the rate of ` 100/- per month in

a two to three year time frame. The beneficiaries

choose activities like starting general stores, cycle

repair shops, carpentry, rickshaw driving, etc.

Livestock Development Program incollaboration with BAIFOur project on Integrated Livestock Development,

which facilitates artificial insemination and

vaccination in collaboration with BAIF for cattle

breed improvement is being run in 12 villages of

Veraval. This year 39 camps were organised, for

15,208 animals.

For the cattle owners of Jagdishpur and Veraval,

19 veterinary camps were held, attending 23,569

animals.

Farmers ClubsIn our NABARD Collaborative Project on

Agriculture, initiatives for augmenting farm income

through formation of farmers’ club at Veraval and

Jagdishpur, have gained momentum. We have

formed 101 Farmers’ Club involving 1,098 farmers.

In Jagdishpur, we have 76 Farmers Club with 848

farmers and at Veraval 25 Farmers Club with 250

members.

Skill training centre in collaboration with CII –Unnati under STAR schemeAt Madura Fashion & Lifestyle, Bangalore, skill

training programmes were organised in

collaboration with IL&FS. The 100 percent

placement facilities to train 385 rural women in

tailoring was a big draw.

At Bangalore 70 day skill training programmes in

retail, hospitality, beautician, office maintenance

drew 124 enthusiastic participants.

Self Help Groups and Income GenerationAcross ABNL, 24 Self Help Groups largely linked

with the economic schemes of NABARD, empower

264 households financially and socially.

Two training programmes benefiting 41 women

were organized at Jagdishpur. Here we trained

the women SHG members in making paper

envelop and sweet boxes.

At Jagdishpur 5 camps were organized covering

17 Self Help Groups with 197 members. The SHG

members were given training in savings, book

keeping and ledger maintenance, conducting

regular meetings, establishing small enterprise

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etc., which would enable them to run the self help

groups more efficiently.

Infrastructure DevelopmentUnder Infrastructure Development we are

engaged in water conservation/harvesting,

renewable energy (solar lights), building roads,

repair of school buildings and helping the

communities in which we operate. Overall, our

infrastructure development projects are a boon to

20,000 people across our units.

At Jagdishpur cement sheets were provided to

S.B.N. Public School at our Model Village Azadpur

for roofing of the rooms. More than 350 children

study here.

At Sithauli village in Jagdishpur our team built 100

metres of road connecting the village to the main

road, a facility gain for more than 2,000 people.

Tree PlantationOur units planted 19,028 saplings as a gesture in

environmental thoughtfulness at our project

villages and schools.

The Madura Fashion & Lifestyle team has set up

ECO CLUBS at Schools to motivate students to

look after the planted saplings. This has ensured

100 percent survival of plants at Schools.

Solar lights have been installed at Rishra for the

local communities.

At Jaya Shree Textiles a Solid Waste Management

programme has been initiated with the help of

Rishra Municipality and Japan International

Cooperation Agency. The objective is to better the

daily household collection system followed by the

storage, composting and disposal of the waste in

a scientific manner.

Espousing Social CausesThrough our innovative interventions we try to

address social ills which are a curse. These

include child labour, illiteracy, child marriages, the

marginalisation and abuse of the girl child and

women among others.

Our unit at Bangalore provided 38,247 clothes to

under privileged people at various charitable

organisations including Karunashraya, Goonj, Art

of Living and Bosco Mane.

Besides this, Karunashraya, a hospital for cancer

patients and several old age homes receive our

assistance.

To promote dowry less marriages, our unit at

Veraval organised mass marriages for 102

couples.

Uttarakhand Flood Relief OperationMadura Fashion & Lifestyle, Bangalore, in

collaboration with GOONJ a Delhi based NGO,

organised a relief camp to help the flood victims

in Uttarakhand. The MF&L team distributed food

items and other rehabilitation material to 2,500

families. Over 18,925 garments were handed

over to flood victims at Uttarakhand. Our Team

members were in Uttarakhand to ensure the

proper distribution of relief material to the flood

victims.

“At a different level, to provide support for

the education of the needy and the deserving

children for pursuing Under Graduate and

Post Graduate professional courses, we have

set up the A World Of Opportunities (AWOO)

Foundation. The intent is to provide

scholarships for the courses that leads to

employment. The AWOO is a charitable trust

with a single minded focus on the social

cause of education of children in India. The

foundation will fulfill its commitment by

providing scholarships to those children who

wish and have the potential to pursue quality

higher education but are unable to do so for

lack of resources and means. Over 8,000

employees of the Aditya Birla Group

have donated a sum of ` 4.2 crores

(or ` 42 million) for this very noble cause”.

Accolades/AwardsGolden Peacock Award - The CSR function of

Madura Fashion & Lifestyle won the “Golden

Peacock Award for Corporate Social

Responsibility” for the year 2013. The Award was

presented to the MF&L team by the Honourable

Governor of Kerala Shri Nikhil Kumar during the

8 th International CSR conference held on

17th/18th January, 2014 at Bangalore.

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The Green Tech Award - Indian Rayon’s CSR team

won the 3rd Annual Green Tech CSR Award in the

Silver Category for the year 2013 for their Tailoring

Training Project.

Our Partners/Collaborators include

� District Rural Development Authorities at

various locations

� District Health departments

� District Panchayatiraj Institutions

� District Live Stock Officers

� District Industries Centre

� NABARD

� Indira Gandhi Eye Hospital & Research

Centre, Munshiganj, Amethi.

� Sri Bhagwan Mahaveer Viklang Sahayata

Samiti, Malviya Nagar, Jaipur, Rajasthan

� The Leprosy Mission India

� WHO

� District Programme Officers

� Sarva Shiksha Abhiyan

� IL&FS

� UNDP

� Narayan Netralaya, Bangalore

� GOONJ

� Bosco Mane, Bangalore

� Rotary International

� BAIF

� Aroni Charitable Trust

Our InvestmentsFor the period April 2013 - March 2014, our CSR

spend is ` 322.04 lakh which is 0.48% of the Net

Profit of the Company for the FY 2013-14.

In sumOur CSR work is making a difference to the lives

of thousands. In our own humble way we have

helped lower the level of poverty in the villages

and the urban slums in proximity to our plants

reaching out to 13,02,000 people through

healthcare interventions, 31,094 through

education, sustainable livelihood 39,557, rural

infrastructure 2,60,000 and for social causes

18,855.

“With all of us working so whole heartedly and the

Government also fully committed to inclusive

growth, transparency and good governance, we

can hope for a holistic transformation of our

country. At the end of the day, we look forward to

a time when the word poverty will be struck off the

lexicon and no mention of it will be made in relation

to India” avers Mrs. Birla.

Our Self-Help Group in action


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Aditya Birla Nuvo Limited ENVIRONMENT REPORT –

SUSTAINABLE DEVELOPMENT

Our Group’s Sustainability Vision as articulated by

our Chairman is that, “By 2017, the Aditya Birla

Group endeavours to become the leading Indian

conglomerate for sustainable business practices

across its global operations, balancing its

economic growth with environmental and societal

interests”.

This vision provides a common guiding principle

as well as an operating framework for all our

businesses.

In line with your Chairman’s vision, your Company’s

management has continued to move forward by

taking positive steps to raise the standard of

responsible stewardship of your operations.

Indian Rayon

Indian Rayon is among the leaders in its key

businesses - Viscose Filament Yarn and Caustic

Soda. Indian Rayon has adopted sustainable

development as basis on which its business must

be conducted.

In this regard, the management has set up a

sustainability department with specialists in health

and safety, environment, legal, human resources

and finance to plan, monitor, execute and comply

with statutory related matters. The business has

achieved ISO 9001-2008, ISO 14001-2004, OHSAS

18001-2007, SA 8000-2008 compliance and is

working extensively on safety culture

transformation.

Investing in established environmental pollution

control and monitoring equipment is one example

of the management’s commitment to managing

responsibly by lowering emissions and effluent that

can now be treated to higher standards prior to

disposal.

Further, finding a productive use for process

sludge, cellulose waste, charcoal slurry and coal

ash has been a primary project this year and by

working with UltraTech Cement, another of the

Aditya Birla Group Companies, the waste has now

become a source of fuel and cementitious material

for their cement kilns.

Indian Rayon was selected for the prestigious

14th Annual Greentech Platinum Category Award

in 2013.

Jaya Shree Textiles

Jaya Shree Textiles is also committed to managing

in a responsible manner. In the past year,

investments in better dust reduction equipment to

improve air quality, improved wastewater treatment

and solid waste handling have all improved your

company’s performance by reducing the impacts

on the environment.

Jaya Shree Textiles is certified to comply with

ISO 14001: 2004.

Indo Gulf Fertilisers

At Indo Gulf Fertilisers, the management conducted

in-house training programmes related to

environment protection for all its employees,

contractors and for local school children.

Specific investments in energy saving projects

have resulted in the reduction of green house gases

by 40,000 metric tonnes of CO2e per year and the

Synergizing Growth with Responsibility

“It is our responsibility to see sustainability becoming one of the defining attributes of our Group.

I appreciate the commitment of our businesses and their teams to sustainable development.

I believe that in so far as it relates to sustainability, there is no finish line. Because the goalpost

will keep moving. Therefore, our endeavour should be to constantly raise the bar and strive to

match the world’s best on all the metrics of sustainability measurements”.

- Kumar Mangalam BirlaChairman, Aditya Birla Group


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MANAGEMENT’S DISCUSSION AND ANALYSISAditya Birla Nuvo LimitedENVIRONMENT REPORT –

SUSTAINABLE DEVELOPMENT

Company has installed solar heaters in the canteen

and guest house complex to begin the process of

changing the energy matrix towards renewable

energy sources.

Indo Gulf Fertilizers remains in compliance with

ISO-14001: 2004.

Aditya Birla Insulators (ABI) Halol

At ABI Halol, rainwater harvesting has been the

focus this year. Rainwater is now collected across

the plant via the storm drains and then fed into the

local aquifer to improve the level of the water table.

By installing water meters greater visibility on the

use of water has been created resulting in further

savings.

Investments in the change from furnace oil to gas

as a fuel for the kilns have reduced the emission

levels and that is contributing to a cleaner

environment. Further, a project to improve waste

management has resulted in five tonnes of sludge

per day being reused in the operations process

each day reducing the need for disposal and

without reducing product quality

ABI Halol continues to comply with ISO 14001:2004.

Your Board and management team across all the

operations remain committed to a sustainable future.

FINANCIAL STATEMENTS

STANDALONE

FINANCIAL STATEMENTS

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Aditya Birla Nuvo Limited INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS


ToThe Members ofAditya Birla Nuvo Limited

Report on the Financial StatementsWe have audited the accompanying financial statements of Aditya Birla Nuvo Limited ('the Company'),

which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and

Cash Flow Statement for the year then ended, and a summary of significant accounting policies and

other explanatory information.

Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair

view of the financial position, financial performance and cash flows of the Company in accordance

with accounting principles generally accepted in India, including the Accounting Standards notified

under the Companies Act, 1956 ('The Act'), read with General Circular 8/2014 dated 4 April 2014

issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation

and maintenance of internal control relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error.

Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. 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 financial statements. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control relevant to the Company's

preparation and fair presentation of the financial statements in order to design audit procedures that

are appropriate in the circumstances but not for the purpose of expressing an opinion on the

effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of the accounting estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the

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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

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Aditya Birla Nuvo LimitedINDEPENDENT AUDITORS’ REPORT TO THE MEMBERS


a. We have obtained all the information and explanations which to the best of our knowledge

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 Company

so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by

this Report are in agreement with the books of account and with the audited financial

statements received from the Branches;

d. The report on the accounts of the branch offices audited under section 228 by a person

other than the company's auditor has been forwarded to us as required by clause (c) of sub-

section (3) of section 228 and have been dealt with in preparing our report in the manner

considered necessary by us;

e. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow

Statement comply with the Accounting Standards notified under the Act, read with General

Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

f. On the basis of written representations received from the directors as on March 31, 2014,

and taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1)

of Section 274 of the Act.


KHIMJI KUNVERJI & CO. S.R. BATLIBOI & CO. LLPChartered Accountants Chartered Accountants

ICAI Firm Registration No. 105146W ICAI Firm Registration No. 301003E



Mumbai Mumbai

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Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements ofour report of even date(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 butthere is a regular program of verification which, in our opinion, is reasonable having regardto the size of the Company and the nature of its assets. No material discrepancies werenoticed on such verification.

(c) During the year, pursuant to sale of its Carbon Black business, the Company has disposedoff fixed assets related to this business which formed substantial part of the total fixedassets of the Company. Based on the information and explanations given by the managementand on the basis of audit procedures performed by us, we are of the opinion that the sale ofthese assets has not affected the going concern status of the Company.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervalsduring the year.

(b) The procedures of physical verification of inventory followed by the management are reasonableand 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 discrepancieswere noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not grantedany loans, secured or unsecured to companies, firms or other parties covered in theregister maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(b) to (d) of the Order are not applicable to the Company.

(b) According to information and explanations given to us, the Company has not taken anyloans, secured or unsecured, from companies, firms or other parties covered in the registermaintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii) (f) and(g) 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 adequateinternal 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 thecourse of our audit, we have not observed any major weakness or continuing failure to correct anymajor weakness in the internal control system of the Company in respect of these areas.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the registermaintained under Section 301 of the Act. Accordingly, the provisions of clause 4(v) (b) of theOrder are not applicable to the Company.

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

(vii) In our opinion, the Company has an internal audit system commensurate with the size and natureof its business.

(viii) We have broadly reviewed the books of account maintained by the Company, pursuant to therules made by the Central Government for the maintenance of cost records under section209(1)(d) of the Act, in respect of the Company's products to which the said rules are madeapplicable, and are of the opinion that prima facie, the prescribed accounts and records havebeen made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputedstatutory dues including provident fund, investor education and protection fund, employees'state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty,cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payablein respect of provident fund, investor education and protection fund, employees' state

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insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cessand other material statutory dues were outstanding, at the year end, for a period of morethan six months from the date they became payable.

(ix) (c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty 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 Crore)

Income Tax Tax Demand, Short AY 2008-09, Commissioner 0.01Act, 1961 payment of TDS 2009-10 (Appeals)

Customs Act, Tax Demand, 1975-76, 1976-77, High Court 0.391962 Interest and Penalty 1986-87 & 2001-02

2003-04 to 2005-06, CESTAT 1.262007-08, 2009-10 &2013-14

2013-14 Commissioner 0.83

Central Excise Excise Duty, 1977-78, 1986-87 High Court 0.06Act, 1944 Interest and Penalty

1985-86, 1991-92, Appellate Tribunal 3.951999-00, 1995-96 to2005-06, 2001-02 to2003-04, 2007-08

1994-95, 1996-97 to Commissioner 0.871998-99 (Appeals)

1997-98 to 2001-02 Commissioner/ 0.12Dy Commissioner

2010-11 to 2013-14 Superintendent 0.02

Sales Tax Act Entry Tax 2013-14 High Court 3.49

2002-03 to 2004-05 Commissioner 0.02(Appeals)

2002-03, 2004-05 High Court 0.28

2002-03 , 2004-05 Appellate Tribunal 0.02

2001-02, 2005-06 Commissioner 11.80to 2013-14 (Appeals)

1995-96 to 1997-98, Revisional Board 5.901999-00, 2003-04to 2009-10

2002-03, 2003-04, Assessing 3.412006-07, 2007-08, Authorities2010-11

Finance Act, 1994 Service Tax including 2003-04, 2004-05 CESTAT 0.79(Service Tax) Interest and Penalty

2007-08 Commissioner 1.23

Textile Committee Textile cess 1981-82 to Textile Committee 0.63Act 1998-1999 Cess Appellate

Tribunal, Mumbai

1990-00 to 2004-05 Assessing Authorities 0.65

Gujarat Green Cess on generation 2011-12 to 2013-14 Supreme Court of 1.19Cess Act, 2011 of electricity through India

captive powergeneration plants

Sales Tax, Value

Added Tax, Central

Sales Tax, Non-

Submission of forms,

Purchase Tax, Trade

Tax including Interest

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Aditya Birla Nuvo LimitedINDEPENDENT AUDITORS’ REPORT TO THE MEMBERS


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(x) 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.

(xi) 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.

(xii) According to the information and explanations given to us and based on the documents and

records produced before us, the Company has not granted loans and advances on the basis of

security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

Therefore, the provisions of clause 4(xiii) of the Orderare not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and

other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to

the Company.

(xv) 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.

(xvi) 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.

(xvii) According to the information and explanations given to us and on an overall examination of the

balance sheet of the Company, we report that no funds raised on short-term basis have been

used for long-term investment.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in

the register maintained under section 301 of the Act. In our opinion, the price at which shares

have been issued is not prejudicial to the interest of the Company.

(xix) The Company has unsecured debentures outstanding during the year, on which no security or

charge is required to be created.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view

of the 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.


KHIMJI KUNVERJI & CO. S.R. BATLIBOI & CO. LLPChartered Accountants Chartered Accountants

ICAI Firm Registration No. 105146W ICAI Firm Registration No. 301003E



Mumbai Mumbai

Date: May 20, 2014 Date: May 20, 2014

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BALANCE SHEETAS AT 31ST MARCH, 2014

` in Crore

As at As atNote No. 31st March, 2014 31st March, 2013

EQUITY AND LIABILITIES(A) Shareholders’ Funds

Share Capital 2 130.18 120.31Reserves and Surplus 3 7,977.56 6,509.69Money Received against Share Warrants 44(i) — 223.62

Sub-Total - (A) 8,107.74 6,853.62(B) Non-Current Liabilities

Long-term Borrowings 4A 1,392.19 1,417.91Deferred Tax Liabilities (Net) 5 87.89 155.33Other Long-term Liabilities 6A 99.87 85.49Long-term Provisions 7A 5.22 5.36

Sub-Total - (B) 1,585.17 1,664.09(C) Current Liabilities

Short-term Borrowings 4B 2,134.00 2,088.39Trade Payables 8 1,505.62 1,524.24Other Current Liabilities 6B 453.09 894.59Short-term Provisions 7B 208.78 190.23

Sub-Total - (C) 4,301.49 4,697.45

TOTAL (A) + (B) + (C) 13,994.40 13,215.16

ASSETS(D) Non-Current Assets

Fixed AssetsTangible Assets 9A 1,493.23 1,913.49Intangible Assets 9B 48.45 53.04Capital Work-in-Progress 306.59 209.66Intangible Assets under Development — 1.03

1,848.27 2,177.22Non-Current Investments 10A 7,952.34 5,856.66Long-term Loans and Advances 11A 192.40 286.32Other Non-Current Assets 12A 0.78 0.81

Sub-Total - (D) 9,993.79 8,321.01(E) Current Assets

Current Investments 10B 15.65 278.00Inventories 13 1,103.72 1,393.28Trade Receivables 14 2,045.70 2,807.26Cash and Bank Balances 15 39.13 55.52Short-term Loans and Advances 11B 723.55 284.29Other Current Assets 12B 72.86 75.80

Sub-Total - (E) 4,000.61 4,894.15

TOTAL (D) + (E) 13,994.40 13,215.16

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. BATLIBOI & CO. LLP DR. RAKESH JAIN TARJANI VAKILICAI Firm Registration No. 105146W ICAI Firm Registration No. 301003E Managing Director P. MURARIChartered Accountants Chartered Accountants B. R. GUPTA

DirectorsSUSHIL AGARWALWhole-time Director & CFO

Per SHIVJI K. VIKAMSEY Per VIJAY MANIARPartner Partner HUTOKSHI WADIAMembership No. 2242 Membership No. 36738 Vice President & Company Secretary

Mumbai, May 20, 2014 Mumbai, May 20, 2014

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STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2014

` in Crore

Year Ended Year EndedNote No. 31st March, 2014 31st March, 2013

Revenue from Operations 16 8,238.90 10,267.97Less: Excise Duty (218.55) (513.47)

Net Revenue from Operations 8,020.35 9,754.50Other Income 17 371.42 209.25

Total Revenue 8,391.77 9,963.75

ExpensesCost of Materials Consumed 18 2,944.12 4,327.50Purchase of Stock-in-Trade 19 1,191.38 1,636.25Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (204.43) (12.34)Employee Benefits Expenses 21 638.69 596.73Power and Fuel 955.00 868.50Other Expenses 22 1,621.20 1,431.04

Total Expenses 7,145.96 8,847.68

Profit Before Depreciation/Amortisation,Interest and Tax (PBDIT) 1,245.81 1,116.07Depreciation and Amortisation Expenses 23 199.02 219.18Finance Cost 24 266.56 360.00

Profit Before Exceptional Item and Tax 780.23 536.89Exceptional Items 39 24.06 —

Profit Before Tax 804.29 536.89Tax Expenses

Current Tax 201.60 116.38Write Back of Excess Provision for Tax Related to Earlier Years (3.82) —Deferred Tax (67.44) (2.54)

Profit for the Year 673.95 423.05

Profit Before Tax from Continuing Operations 780.23 561.65Tax Expense of Continuing Operations 171.04 143.71

Profit from Continuing Operations (A) 609.19 417.94

Profit/(Loss) Before Tax from Ordinary Activities of Discontinued Operations — (24.76)Profit Before Tax from Sale of Assets Attributable to Discontinued Operations 24.06 —Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations — (29.87)Tax Expense/(Credit) from Sale of Assets Attributable to Discontinued Operations (40.70) —

Profit from Discontinued Operations After Tax (B) 39 64.76 5.11

Profit for the Year (A) + (B) 673.95 423.05

Basic Earnings Per Share (`) 54.30 37.23Diluted Earnings Per Share (`)(Face Value of ` 10/- each)

3653.74 36.56



}






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CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2014

` in Crore

PARTICULARS 2013-14 2012-13

A CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 804.29 536.89Adjustments for:

Exceptional Item (Refer Note: 39) (24.06) —

Depreciation and Amortisation Expenses 199.02 219.18

Provision for Bad and Doubtful Debtsand Advances 3.32 3.96

Bad Debts 0.07 —

Diminution/(Reversal of Diminution) inValue of Fertiliser Bonds 0.63 (0.61)

Employee Stock Options Expenses 1.49 0.02

Unrealised (Gain)/Loss on Foreign Exchange 12.43 4.43

Finance Costs 266.56 360.00

Interest Income (44.14) (36.49)

(Gain)/Loss on Fixed Assets Sold 0.87 3.02

(Gain)/Loss on Sale of Investments (41.72) (7.63)

Gain on Buy-Back of Investments of Subsidiary (144.29) —

Dividend Income (122.41) (151.05)

107.77 394.83

OPERATING PROFIT BEFORE WORKINGCAPITAL CHANGES 912.06 931.72

Adjustments for:

Decrease/(Increase) in Trade Receivables 240.90 (1,121.74)

Decrease/(Increase) in Loans and Advances (0.70) 5.54

Decrease/(Increase) in Other Assets (4.86) (9.42)

Decrease/(Increase) in Inventories (257.20) (72.59)

Increase/(Decrease) in Trade Payables 270.58 297.54

Increase/(Decrease) in Other Liabilities 26.65 71.92

Increase/(Decrease) in Provisions 5.78 14.63

281.15 (814.12)

CASH GENERATED FROM OPERATIONS 1,193.21 117.60Income Taxes Refund/(Paid) (205.03) (116.43)

NET CASH (USED IN)/FROM OPERATING ACTIVITIES 988.18 1.17

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Tangible Assets (405.28) (428.41)

Purchase of Intangible Assets (5.79) (27.48)

Sale of Tangible Assets 10.29 7.22

Acquisition of Additional Shares/Investment inSubsidiary (2,174.24) (703.12)

Sale of Investment in Subsidiary — 444.45

Buy-Back of Investments by Subsidiary 207.20 —

Sale of Carbon Black Business(Net of Cash and Cash Equivalents) 314.72 —

Sale/(Purchase) of Current Investments (Net) 278.00 (270.41)

Purchase of Subsidiary OptionallyFully Convertible Debentures (338.28) —

Redemption of Subsidiary OptionallyFully Convertible Debentures 380.00 —

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` in Crore


Inter-Corporate Deposits to Subsidiary – Given (784.41) (1,953.80)

Inter-Corporate Deposits to Subsidiary – Received Back 293.31 2,189.29

Other Bank Deposits (Original Maturity more thanthree months) – Matured — 374.76

Other Bank Deposits (Original Maturity more thanthree months) – Placed — (146.44)

Interest Received from Subsidiaries 7.98 6.66

Interest Received – Others 34.58 34.05

Dividend Received from Subsidiaries 87.45 145.86

Dividend Received from Joint Venture 25.13 —

Dividend Received on Other Long-term Investment 4.69 5.19

Dividend Received on Current Investments 5.14 72.88

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (2,059.51) (249.30)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Shares (including Securities Premium) 674.39 609.70

Proceeds from Issue of Share Warrants — 223.62

Repayment of Long term Borrowings (480.89) (492.63)

Proceeds from Long-term Borrowings 259.00 496.63

Short-term Borrowings (Net) 951.85 (456.13)

Dividends Paid (78.16) (68.12)

Interest Paid (271.27) (378.57)

NET CASH (USED IN)/FROM FINANCING ACTIVITIES 1,054.92 (65.50)

NET INCREASE IN CASH AND CASH EQUIVALENTS (16.41) (313.63)

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 52.27 365.90

CASH AND CASH EQUIVALENTS (CLOSING BALANCE)(Refer Note: 15) 35.86 52.27

Significant Accounting Policies Refer Note: 1


CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2014






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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 AccountingStandards (AS) notified by the Companies Accounting Standard Rules, 2006 (as amended), and the relevant provisions ofthe Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014, issued by the Ministry of Corporate Affairsto the extent applicable. The accounting policies have been consistently applied by the Company and are consistent withthose used in the previous year.

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 Revised Schedule VI of the Companies Act, 1956. Based on the nature of products and the timebetween the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company hasascertained its operating cycle as up to twelve months for the purpose of current/non-current classification of assets andliabilities.

II. 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.

III. 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.

Depreciation on Tangible Fixed Assets is provided on Straight Line Method at the rates and in the manner prescribed underthe Schedule XIV of the Companies Act, 1956, except in the case of followings, where depreciation is equally charged overthe estimated useful lives of the assets, which is higher than the rates prescribed under the Schedule XIV of the CompaniesAct, 1956.

Assets Estimated Useful Life

Office Computers and Electronic Equipment 4 years

Vehicles 5 years

Assets at Showrooms 5 years

Furniture & Fixtures and Other Office Equipment 7 years

Leasehold Land/Improvements Over the period of the lease

Catalyst (Included in Plant & Machinery) On the estimated life as technically assessed(ranging from 1.5 to 3 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.

“Continuous process plants” are classified based on technical assessment and depreciation is provided accordingly.

IV. INTANGIBLE ASSETS AND AMORTISATION

Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, ifany. Intangible assets are amortised on a straight-line basis over their estimated useful lives.


Brands/Trademarks 10 years

Technical Know-how 7 years

Computer Software 3 years

Goodwill Not being amortised (Tested for Impairment)

NOTES FORMING PART OF FINANCIAL STATEMENTS

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V. 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 asset 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.

VI. 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.

VII. 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 exchange differencearising on translation/settlement of long-term foreign currency items from 1st April, 2011, the Company has adopted thefollowing policies:

(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 Translation DifferenceAccount, 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.

VIII. 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 rateschanges. 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 expectedtransaction will no longer occur, the hedge accounting is discontinued and the fair value changes, arising from the forwardcontracts are recognised 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.

IX. 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 includes 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.


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X. 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 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.

CERs are valued at lower of cost and net realisable value. Cost includes consultant’s fee and the cash payment made underthe second levy to the concerned authorities for obtaining the credit of CERs.

XI. 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.

XII. 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 passedto the buyer. Sale of goods are recorded net of trade discounts, rebates, Sales Tax, Value Added Tax and gross of ExciseDuty.

Revenue from services are recognised as they are rendered based on agreements/arrangements with the concerned partiesand recognised net of Service Tax.

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 interestrate.

Dividend income on investments is accounted for when the right to receive the payment is established.

XIII. RETIREMENT AND OTHER EMPLOYEE BENEFITS

(a) Defined Contribution Plan

The 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 Plan

The 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 Government bonds are consistent with the estimatedterms 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.


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XIV. EMPLOYEE STOCK OPTIONS

The stock options granted are accounted for as per the accounting treatment prescribed by Employee Stock OptionsScheme, Employee Stock Purchase Guidelines, 1999, issued by Securities and Exchange Board of India and the GuidanceNote on Accounting for Employee Share-based Payments, issued by the ICAI, whereby the intrinsic value of the option isrecognised as deferred employee compensation. The deferred employee compensation is charged to the Statement ofProfit 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.

The deferred employee compensation is charged to the Statement of Profit and Loss on straight-line basis over the vestingperiod of the option. In case of forfeiture stock option, which is not vested, amortised portion is reversed by credit toemployee compensation expense. In a situation where the stock option expires unexercised, the related balance standingto the credit of the employee’s Stock Options Outstanding Account are transferred to the General Reserve.

Stock Appreciation Rights (SARs) granted to employees under the Cash-settled Employee Share-based Payment Plan isrecognised based on intrinsic value method. Intrinsic value of the SARs is determined as excess of closing market price onthe reporting date over the market price as on the date of grant of the unit and is charged as employee benefit over thevesting period in accordance with “Guidance Note on Accounting for Employee Share-based Payments” issued by theInstitute of Chartered Accountants of India.

XV. 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 accordancewith the 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 Guidance Note issued by theICAI, 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.

XVI. 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 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 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 areincurred.


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XVII. 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 leaseterm.

(b) As a Lessor:

The Company has leased certain tangible assets, and such leases, where the Company has substantially retained allthe risks and rewards of ownership, are classified as operating leases. Lease income is recognised in the Statement ofProfit and Loss on a straight-line basis over lease term. Initial direct costs are recognised in the Statement of Profit andLoss.

XVIII. CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents for the purpose of cash flow statement comprise cash on hand and cash at bank including fixeddeposit with original maturity period of three months or less and short-term highly liquid investments with an original maturityof three months or less.

XIX. MEASUREMENT OF PROFIT BEFORE DEPRECIATION/ AMORTISATION, INTEREST AND TAX (PBDIT)

As permitted by the Guidance Note on the Revised Schedule VI of the Companies Act, 1956, the Company has elected topresent PBDIT as a separate line item on the face of the Statement of Profit and Loss. The Company measures PBDIT on thebasis of profit/loss from operations. In its measurement, the Company does not include depreciation and amortisationexpenses, finance costs and tax expenses.

XX. CASH FLOW STATEMENT

Cash 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.

XXI. 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 existing shareholders; share split; and reverseshare split (consolidation of shares) that have changed the number of equity shares outstanding, without a correspondingchange 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.

XXII. CONTINGENT LIABILITIES AND PROVISIONS

Contingent 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 best estimate required to settle the obligationat the Balance Sheet date.


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` in Crore

As at As atNOTE: 2 Numbers 31st March, 2014 31st March, 2013SHARE 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)

180.00 180.00Issued:EQUITY SHARE CAPITALEquity Shares of ` 10/- each 130,126,295 130.13 120.25

(120,254,529)

130.13 120.25Subscribed and Paid-up:EQUITY SHARE CAPITALEquity Shares of ` 10/- each, fully paid-up 130,084,972 130.08 120.21

(120,213,187)

130.08 120.21Issued, Subscribed and Paid-up:PREFERENCE SHARE CAPITAL6% Redeemable Cumulative Preference Shares of` 100/- each, fully paid-up 10,000 0.10 0.10

(10,000)

0.10 0.10

130.18 120.31

1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period

Sr. Description As at 31st March, 2014 As at 31st March, 2013No. Equity Preference Equity Preference

Shares Shares Shares Shares

1. No. of Shares Outstanding at the beginning of the period @ ` 10/- each 120,213,187 10,000 113,515,242 10,000

2. Allotment of Rights Shares kept in abeyanceon various dates @ ` 10/- each 19 — 181 —

3. Allotment of Shares on exercise of option byemployee under ESOS-2006 51,766 — 17,764 —

4. Conversion of Warrants into Equity Shares bythe Promoter Group 9,820,000 — 6,680,000 —

5. No. of Shares Outstanding at the end ofthe period @ ` 10/- each 130,084,972 10,000 120,213,187 10,000

2) Term/Right Attached to Equity SharesThe Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares isentitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by theBoard 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 theCompany, after distribution to all preferential holders. The distribution will be in proportion to the number of equity sharesheld by the shareholders.

The Board of Directors has recommended Equity Dividend of ̀ 7.00 per share for the year ended 31st March, 2014 (PreviousYear: ` 6.50 per share). The total cash outflows on account of the Equity Dividend would be ` 91.06 Crore (Previous Year:` 78.14 Crore) and Dividend Distribution Tax thereon (Net of Tax Credit on dividend from subsidiary companies) would be` 6.67 Crore (Previous Year: ` Nil).

3) Term of Conversion/Redemption of Preference SharesIn accordance with the Composite Scheme of Arrangement, 10,000 (Previous Year: 10,000) 6% Redeemable CumulativePreference Shares of ` 100/- each, fully paid-up, were issued to preference shareholders (other than the Company) ofPantaloons Fashion & Retail Limited.


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Preference shares carry cumulative dividend @6% p.a. The Company declares and pays dividend in Indian rupees. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

These preference shares are redeemable by the Company at any time after completion of one year and on or beforecompletion of five years from the 1st January, 2010, at the face value. In the event of liquidation of the Company beforeconversion/redemption of preference shares, the holders of Preference Shares will have priority over Equity Shares in thepayment of dividend and repayment of capital.

The Board of Directors has recommended Preference Dividend of ` 6.00 per share for the year ended 31st March, 2014(Previous Year: ` 6.00 per share). The total cash outflows on account of the Preference Dividend would be ` 0.01 Crore(Previous Year: ̀ 0.01 Crore) and Dividend Distribution Tax thereon (Net of Tax Credit on dividend from subsidiary companies)would be ` Nil (Previous Year: ` Nil). There are no arrears of Dividend relating to Preference Shares.

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 SharesSr. Name of Shareholder As at 31st March, 2014 As at 31st March, 2013No. 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% 9,132,102 7.60%

2. TGS Investment and Trade Private Limited 13,506,736 10.38% 13,506,736 11.24%

3. Umang Commercial Company Limited* 12,494,765 9.60% 1,669,642 1.39%

4. Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.84%

5. Hindalco Industries Limited 8,650,412 6.65% 8,650,412 7.20%

6. Life Insurance Corporation of India 7,759,191 5.96% 6,146,744 5.11%

7. Turquoise Investment & Finance Private Limited 6,441,092 4.95% 6,441,092 5.36%

8. Mangalam Services Limited* — — 7,546,111 6.28%

*During the year Mangalam Services Limited merged with Umang Commercial Company Limited.

ii) Preference Shares

Sr. Name of Shareholder As at 31st March, 2014 As at 31st March, 2013No. No. of % of Total No. of % of Total

Shares Held Paid-up Shares Held Paid-upPreference Preference

Share Capital Share Capital1. Naman Finance and Investment Private Limited 5,000 50.00% 5,000 50.00%

2. Infocyber (India) Private Limited 5,000 50.00% 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 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 other thancash or bought back during the preceding last five years except issue of 10,000 6% Redeemable Cumulative PreferenceShares of ` 100 each pursuant to a Scheme of Composite Arrangement to shareholders of Pantaloons Fashion &Retail Limited.

8) Pursuant to the provisions of Section 206A of Companies Act, 1956, the issue of following equity shares are kept in abeyance.

Sr. Particulars No. of SharesNo. As at As at

31st March, 2014 31st March, 2013

1. Rights Issue (1994) 12,575 12,575

2. Bonus Share on Above 6,288 6,288

3. Rights Issue (2007) 22,460 22,479

9) 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.

10) 3,182,052 Equity Shares (Previous Year: 3,182,052) are represented by Global Depository Receipts.

11) During the last five years, preceding 31st March, 2014, there were 80 Bonus Shares (Previous Year: 420 Bonus Shares)issued out of shares kept in abeyance.

12) Figures in brackets represent the corresponding number of shares for Previous Year.


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` in Crore

As at As at31st March, 2014 31st March, 2013

NOTE: 3RESERVES AND SURPLUS1) Capital Reserves 266.62 266.622) Capital Redemption Reserve 8.46 8.463) Securities Premium Account

Opening Balance as per last audited Financial Statement 3,089.75 2,486.36

Addition:

Conversion of Share Warrants 884.64 601.77

ESOP Exercised 3.50 1.23

Transfer from Stock Options Outstanding Account on Exercise of Options 1.25 0.38

Allotment of Rights Issue Shares ß 0.01

3,979.14 3,089.75

4) Debenture Redemption ReserveOpening Balance as per last audited Financial Statement 51.10 72.21

Addition:

Transfer from Surplus in the Statement of Profit and Loss 20.98 28.89

Deduction:

Transfer to General Reserve on Redemption of Debentures 50.00 50.00

22.08 51.10

5) Share Options Outstanding AccountOpening Balance as per last audited Financial Statement 3.87 4.23

Addition:

Charge for the Year 1.49 0.02

Deduction:

Transfer to Securities Premium Account on Exercise of Options 1.25 0.38

Transfer to General Reserve on Lapse of Options 0.02 —

4.09 3.87

6) Other Reservesi) General Reserve*


Addition:


Transfer from Debenture Redemption Reserve onRedemption of Debentures 50.00 50.00

Transfer from Share Options Outstanding Account on Lapse of Options 0.02 —

Deduction:

Others — 0.74

3,475.04 2,925.02

ii) Hedging Reserve**Opening Balance as per last audited Financial Statement (2.47) —

Addition:

Gain/(Loss) recognised during the year (Net) 0.26 16.74

Deduction:

Gain/(Loss) recycled during the year (Net) (2.04) 19.21

Transfer on Sale of Carbon Black Business 0.26 —

(0.43) (2.47)

Total Other Reserves 3,474.61 2,922.55


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` in Crore


7) Surplus/(Deficit) in the Statement of Profit and LossOpening Balance as per last audited Financial Statement 167.34 51.33

Addition:Profit for the Year 673.95 423.05

Less: AppropriationsTransfer to Debenture Redemption Reserve 20.98 28.89

Transfer to General Reserve 500.00 200.00

Proposed Dividend on:Equity 91.06 78.14

Preference 0.01 0.01

Equity Dividend relating to Previous Period 0.01 —

Corporate Tax on Proposed Dividend*** 6.67 —

222.56 167.34

7,977.56 6,509.69

* General Reserve is created by appropriation from profits of the current year and/or undistributed profits of previous years,before declaration of dividend duly complying with any regulations in this regard. The General Reserve is a free reserveand can be utilised in accordance with the provisions of the Companies Act, 1956.

** 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 Crore


NOTE: 4ALONG-TERM BORROWINGSSECUREDRupee Term Loans from

Banks 121.39 76.24

Financial Institutions 86.73 143.93

Foreign Currency Loans from Banks 399.14 544.61

Deferred Sales Tax Liabilities — 49.30

607.26 814.08

UNSECUREDDebentures 500.00 300.00

Foreign Currency Loans from Banks 284.93 303.83

784.93 603.83

1,392.19 1,417.91

NOTE: 4BSHORT-TERM BORROWINGSSECUREDLoan Repayable on Demand from Banks 996.87 168.26

996.87 168.26

UNSECUREDLoan Repayable on Demand from Banks 741.35 1,820.63

Other Loans and Advances

Commercial Papers* 395.78 99.50

1,137.13 1,920.13

2,134.00 2,088.39

* Maximum balance outstanding during the year 1,250.00 1,000.00

* Commercial Papers are shown net of unamortised discounting charges


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NOTE: 4A and 4B` in Crore

As at 31st March, 2014 As at 31st March, 2013Current Non-Current Current Non-Current

(I) SECURED LONG-TERM BORROWINGS:

(A) Rupee Term Loan from Banks

i) Term loan secured by way of first pari passu charge created 6.40 3.20 6.40 9.60by mortgage of the immovable properties of the Companysituated at Veraval and Rishra (Textile Division), andhypothecation of movables (save and except booksdebts) 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 from1st July, 2007. First four instalments of ` 0.25 Crore each,next 4 instalments of ` 0.50 Crore each, next 4 instalmentsof ` 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 3.01 8.19 1.92 11.20by 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, next4 instalments 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 0.72 5.12 0.72 6.08by hypothecation of movable fixed assets of the Company’sMadura Garment Export Plant at Kasaba Hobli, Karnataka.

Repayment Terms: 32 quarterly instalments from1st January, 2010. First instalment of ` 0.16 Crore,next 4 instalments of ` 0.04 Crore each,next 8 instalments of ` 0.08 Crore each, next 8 instalmentsof ` 0.24 Crore each, next 8 instalments of ` 0.51 Croreeach and next 3 instalments of ` 0.34 Crore each.

iv) Term loan secured by way of first pari passu charge created by 0.48 2.56 0.48 3.04hypothecation of movable plant and machinery of the Company’sMadura Clothing Plant at Marasur Village,Karnataka.

Repayment Terms: 16 half-yearly instalments from27th September, 2009. First four instalments of` 0.04 Crore each, next 4 instalments of ` 0.08 Crore each,next 4 instalments of ` 0.24 Crore each and next4 instalments of ` 0.64 Crore each.

v) Term loan secured by way of first pari passu charge created 1.44 9.12 0.48 10.56by hypothecation of movable plant and machinery of theCompany’s Madura Clothing Plant at Marasur Village, Karnataka.

Repayment Terms: 17 half-yearly instalments from4th September, 2010. First four instalments of ` 0.12 Croreeach, next 4 instalments of ` 0.24 Crore each,next 4 instalments of ` 0.72 Crore each andnext 5 instalments of ` 1.54 Crore each.

vi) Term loan secured by way of first pari passu charge created by 0.76 — 1.52 0.76hypothecation of movable plant and machinery of the Company’sMadura Clothing Plant at Marasur Village, Karnataka.

Repayment Terms: 21 equal quarterly instalments of` 0.38 Crore each from 4th September, 2009.


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vii) Term loan secured by way of first pari passu charge created 0.80 34.20 — 35.00by hypothecation of the entire movable properties (save andexcept current assets and assets on which an exclusivecharge has been created in favour of Exim Bank) ofthe Company’s Rayon Division 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 three instalments of ` 0.80 Crore each and nextfour instalments of ` 7.85 Crore each.

viii) Term loan secured by way of first pari passu charge created — 26.00 — —by hypothecation of the entire movable properties (save andexcept current assets and assets on which an exclusivecharge has been created in favour of Exim Bank) ofthe Company’s Rayon Division 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 to be secured by way of first pari passu charge — 33.00 — —created by hypothecation of the entire movable propertiesof the Company’s Rayon Division Plant at Veraval andTextile Division Plant at Rishra.

Repayment Terms: 10 half-yearly instalments from30th June, 2015. First four instalments of ` 0.50 Crore each,next 2 instalments of ` 1.00 Crore each, next 2instalments of ` 9.00 Crore each, next 1 instalment of` 10.00 Crore and last instalment of ` 1.00 Crore.

Total Rupee Term Loan from Banks (A) 13.61 121.39 11.52 76.24

- Effective cost for the above loans are in the range of 4.71% to 7.78% per annum (Previous Year: in the range of 4.70% to 7.33%per annum).

(B) Term Loan from Financial Institutions

i) Term loan secured by way of first pari passu charge created — — 1.88 —

by mortgage of the immovable properties of the Company

situated at Veraval and Rishra (Textile Division) and

hypothecation of movables (save and except books debts)

situated at these locations, subject to prior charge(s)

created on certain assets in favour of a Financial Institution

and on Bankers Goods in favour of the Company’s Bankers

for working capital borrowings.

Repayment Terms: 16 equal half-yearly instalments of

` 1.88 Crore each from 1st April, 2006.

ii) Term loan secured by way of first pari passu charge created — — 8.00 8.00

by mortgage of the immovable properties of the Company

situated at Veraval and Rishra (Textile Division) and

hypothecation of movables (save and except books debts)

situated at these locations, subject to prior charge(s)

created on certain assets in favour of a Financial Institution

and on Bankers Goods in favour of the Company’s Bankers

for working capital borrowings.

Repayment Terms: 16 half-yearly instalments from

1st October, 2006. First four instalments of ` 0.50 Crore

each, next 4 instalments of ` 1.00 Crore each, next 4

instalments of ` 3.00 Crore each and next 4 instalments of

` 8.00 Crore each.

` in Crore



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iii) Term loan secured by way of first pari passu charge created 25.60 12.80 25.60 38.40by mortgage of the immovable properties of the Companysituated at Veraval and Rishra (Textile Division) andhypothecation of movables (save and except books 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 from10th August, 2007. First four instalments of ` 1.00 Croreeach, next 4 instalments of ` 2.00 Crore each, next 4instalments of ` 6.00 Crore each and next 5 instalments of` 12.80 Crore each.

iv) Term loan secured by way of first pari passu charge created 17.86 48.64 11.40 66.50by mortgage of the immovable properties of the Companysituated at Veraval and Rishra (Textile Division) andhypothecation of movables (save and except books 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 from3rd January, 2009. First four instalments of ` 0.95 Croreeach, next 4 instalments of ` 1.90 Crore each, next 4instalments of ` 5.70 Crore each and next 5 instalments of` 12.16 Crore each.

v) Term loan secured by way of exclusive first charge created — — 0.85 —on assets acquired there-against.

Repayment Terms: 16 equal half-yearly instalments of` 0.43 Crore each from 20th June, 2006.

vi) Term loan secured by way of first pari passu charge created 4.20 24.50 2.80 28.70by hypothecation of movable fixed assets situated atVeraval and Rishra (Textile Division).

Repayment Terms: 17 half-yearly instalments from20th March, 2010. First four instalments of ` 0.35 Croreeach, next 4 instalments of ` 0.70 Crore each, next 4instalments of ` 2.10 Crore each and next 5 instalments of` 4.48 Crore each.

vii) Term loan secured by way of first pari passu charge created — — 0.75 —by mortgage of immovable properties of the Company’sMadura Garment Export Plants at Parappana Agrahara,Karnataka, and hypothecation of movable fixed assets ofthe Company at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.38 Crore from 20th September, 2006.

viii) Term loan secured by way of first pari passu charge created 0.42 — 0.84 0.42by mortgage of immovable properties of the Company’sMadura Garment Export Plants at Parappana Agrahara,Karnataka, and hypothecation of movable fixed assets ofthe Company at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.42 Crore from 20th December, 2006.

ix) Term loan secured by way of first pari passu charge created 0.66 0.34 0.67 1.00by mortgage of immovable properties of the Company’sMadura Garment Export Plants at Parappana Agrahara,Karnataka, and hypothecation of movable fixed assets ofthe Company at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.33 Crore from 20th March, 2008.

` in Crore



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x) Term loan secured by way of first pari passu charge created — — 0.25 —by mortgage of immovable properties of the Company’s MaduraClothing Plant at Marasur Village, Karnataka, and hypothecationof movable fixed assets of the Unit at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.25 Crore each from 9th February, 2006.

xi) Term loan secured by way of first pari passu charge created — — 0.88 —by mortgage of immovable properties of the Company’s MaduraClothing Plant at Marasur Village, Karnataka, and hypothecationof movable fixed assets of the Unit at these plants.

Repayment Terms: 16 equal half-yearly instalment of` 0.44 Crore each from 20th September, 2006.

xii) Term loan secured by way of first pari passu charge created 0.46 0.45 0.46 0.91by mortgage of immovable properties of the Company’s MaduraClothing Plant at Marasur Village, Karnataka, and hypothecationof movable fixed assets of the Unit at these plants.

Repayment Terms: 16 equal half-yearly instalments of` 0.23 Crore each from 20th September, 2008.

Total Rupee Term Loan from Financial Institutions (B) 49.20 86.73 54.38 143.93

- Effective cost for the above loans are in the range of 2% 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 Loans secured by way of first pari passu — — 46.62 93.24charge created by hypothecation of entire plant and machinery(movable), machinery spares, tools and accessories (saveand except current assets) of the Company’s Rayon DivisionPlant at Veraval and Textile Division Plant at Rishra.

Repayment Terms: 3 equal instalments of USD 0.50 Croreeach from 11th November, 2013, and 3 equal instalments ofUSD 0.50 Crore each from 25th February, 2014.(Refinanced on 22nd January, 2014).

ii) Foreign Currency Loan secured by way of first pari passu — — 33.33 33.33charge created by hypothecation of movable properties ofthe Company’s Rayon Division Plant at Veraval, Textile Plantat Rishra, and Carbon Black Plant at Renukoot and by way offirst pari passu charge created by hypothecation of movableproperties (save and except current assets) of the CarbonBlack Plant of the Company situated at Patalganga.

Repayment Terms: 3 equal instalments of ` 33.33 Croreeach on the date falling 48, 60 and 72 months from21st November, 2008 (Refinanced on 21st May, 2013).

iii) Foreign Currency Loan secured by way of first pari passu — — 10.38 —charge created by hypothecation of movable fixed assetssituated at Insulator Division at Halol and Rishra.

Repayment Terms: 6 equal half-yearly instalments of` 10.38 Crore on the date falling 24, 30, 36, 42, 48, and 54months from 15th January, 2009.

iv) Foreign Currency Loan secured by way of first pari passu charge 65.52 32.76 — 98.28created by hypothecation of all movable properties (excludingcurrent assets and investments) of the Company’s GarmentDivision (Madura Garments), including brand rights and goodwillbut excluding all movable properties relating to MaduraGarment Export Plants at Kasaba Hobli, Karnataka, MaduraClothing Plant at Marasur Village, Karnataka, and MaduraGarment 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 from29th September, 2011.

` in Crore



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v) Foreign Currency Loan secured by way of first pari passu — 158.12 — 158.12charge created by hypothecation on all movable FixedAssets of the Company (save and except current assetsand investments) situated at Veraval and Rishra(Textile Division).

Repayment Terms: 3 equal instalments of ` 52.71 Croreeach on the date falling on 4th, 5th and 6th year from11th January, 2012.

vi) Foreign Currency Loan secured by way of first pari passu — 161.64 — 161.64charge created by hypothecation on all movable FixedAssets of the Indo Gulf Fertiliser Division (excluding ArgonGas Plant) situated at Jagdishpur, Uttar Pradesh.

Repayment Terms: Bullet payment on 16th May, 2017.

vii) Foreign Currency Loan secured by way of first pari passu 46.62 46.62 — —charge by way of hypothecation of entire plant andmachinery (movable) (save and except current assets andinvestments) situated at Veraval, Rishra (Textile Division),Insulator Division at Halol and Rishra.

Repayment Terms: 2 equal instalments of USD 0.50 Croreeach from 11th November, 2014, and 2 equal instalmentsof USD 0.50 Crore each from 25th February, 2015.

Total Foreign Currency Term Loans from Banks (C) 112.14 399.14 90.33 544.61

- Effective cost for the above loans are in the range of 6% to 9.10% per annum (Previous Year: in the range of 5.50% to 9.10% perannum).

- Foreign Currency Loans have been fully hedged for foreign exchange and interest rate fluctuation by way of Currency & InterestRate swaps, Interest swaps and Long-term Forward Contracts.

D) Deferred Sales Tax Loan

i) 0% Deferred sales tax loan for the Carbon Black Plant at — — 4.19 49.30Gummidipoondi to be secured by first pari passu chargeover the fixed assets of Carbon Black Plant atGummidipoondi to be secured by second pari passucharge over the fixed asset.

Repayment Terms: The total outstanding as on 31stMarch, 2013, to be repayable in 68 instalments as per theSales Tax Deferral Scheme of SIPCOT.(Transferred to SKI Carbon Black (India) Pvt. Ltd.

with sale of Carbon Black business).

Total Deferred Sales Tax Loan (D) — — 4.19 49.30

Total Secured Long-term Borrowings 174.95 607.26 160.42 814.08` in Crore


(II) UNSECURED LONG-TERM BORROWINGS:

A) DEBENTURES

i) 7.90% 28th Series Non-Convertible Debentures — — 200.00 —

Repayment Terms: Redeemable at par on 11th May, 2013.

ii) 8.99% 29th Series Non-Convertible Debentures — 300.00 — 300.00

Repayment Terms: Redeemable at par on 29th January, 2018.

iii) 9.00% 30th Series Non-Convertible Debentures — 200.00 — —

Repayment Terms: Redeemable at par on 10th May, 2023.

Total Debentures — 500.00 200.00 300.00

` in Crore



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B) UNSECURED LONG-TERM FOREIGN CURRENCYBORROWINGS:

i) Foreign Currency Loan from Bank 18.90 56.68 18.90 75.58Repayment 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, and3 instalments of ` 9.45 Crore, ` 9.45 Crore and` 28.34 Crore each on the date falling on 3rd, 4th and5th year from 26th July, 2010.

ii) Foreign Currency Loan from Bank — — 97.52 —Repayment Terms: Bullet payment on 30th November, 2013.

iii) Foreign Currency Loan from Bank — 228.25 — 228.25Repayment Terms: Bullet payment on 24th August, 2016.

iv) Foreign Currency Loan from Bank 33.33 — — —Repayment Terms: Bullet payment on 21st November, 2014.

Total Unsecured Long-term Foreign Currency Borrowings 52.23 284.93 116.42 303.83

- Effective cost for the above loans are in the range of 6% to 9% per annum (Previous Year: in the range of 6% to 9% per annum).

Total Unsecured Long-term Borrowings 52.23 784.93 316.42 603.83

` in Crore

As at As at(III) SECURED SHORT-TERM BORROWINGS: 31st March, 31st Mach,

2014 2013i) Working Capital Borrowings are secured by hypothecation of inventories, book debts and 673.77 56.87

other movables, both present and future, held as current assets.

ii) Loan has been availed by the Unit under the Special Banking Arrangement (SBA) of — 111.39Department of Fertiliser, 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. Further, the loan carries the interest rate @ 10.25% per annumout of which interest @ 8% per annum will be reimbursed by Government of India.

iii) Loan has been availed by the Unit under the Special Banking Arrangement (SBA) of 323.10 —Department of Fertiliser, 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. Further, the loan carries the interest rate @ 10.40% per annumout of which interest @ 8% per annum will be borne by Government of India.

TOTAL 996.87 168.26

- Effective cost for the above loans are in the range of 2.40% to 16.50% per annum (Previous Year: in the range of 2.25% to 14%per annum).

- Effective cost has been calculated with hedged cost in terms of foreign currency loan and net of interest subsidy in case of TUFloans.

` in Crore



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NOTE: 5DEFERRED TAX LIABILITIESDeferred Tax Liabilities at the year end comprise timingdifferences on account of:

Depreciation 136.36 226.21

136.36 226.21

DEFERRED TAX ASSETSDeferred Tax Assets at the year end comprise timingdifferences on account of:

Expenditure/Provisions Allowable on Payment Basis 35.41 59.00

Others 13.06 11.88

48.47 70.88

Net Deferred Tax Liabilities 87.89 155.33

NOTE: 6AOTHER LONG-TERM LIABILITIESDeposits 76.04 50.90

Payables for Capital Expenditure — 10.40

Others 23.83 24.19

99.87 85.49

NOTE: 6BOTHER CURRENT LIABILITIESCurrent Maturities of Long-term Borrowings (Refer Note: 4A and 4B) 227.18 476.84

Interest Accrued but Not Due on Borrowings 32.03 61.61

Investors’ Education and Protection Fund to be credited as and when due

Unpaid Dividend 2.99 2.81

Securities Application Money Received and Due for Refund — 0.04

Money Due for Refund for Fractional Shares 0.28 0.29

Other Payables

Advance from Customers 34.64 36.25

Payables for Capital Expenditure 37.24 23.31

Statutory Dues 49.49 191.85

Deposits 42.81 39.14

Derivative Liability (Net)* 14.80 31.98

Others 11.63 30.47

453.09 894.59

* This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.

NOTE: 7ALONG-TERM PROVISIONSProvisions for:

Employee Benefits 5.22 5.36

5.22 5.36


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NOTE: 7BSHORT-TERM PROVISIONSProvisions for:


Others

Taxation (Net of Advance Tax ` 536.93 Crore(Previous Year: ` 338.64 Crore)) 29.36 26.15

Proposed Dividend

Equity 91.06 78.14


Provision for Corporate Tax on Dividend#

Equity 6.67 —

Preference — —

Other Short-term Provisions## 9.23 6.04

208.78 190.23

# Net of Tax Credit on Dividend from subsidiary companies

## Additional disclosure as per Accounting Standard-29 – “Provisions, Contingent Liabilities and Contingent Assets”

A. WarrantyOpening Balance 0.75 0.87

Unused Amounts Reversed (0.25) (0.12)

Closing Balance 0.50 0.75

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 ProgrammeOpening Balance 5.29 —

Arising during the year 22.62 16.63

Utilised (19.18) (11.34)


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 PAYABLESTrade Payables 1,505.62 1,524.24

1,505.62 1,524.24

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, 2014, 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.


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NOTE: 9ATANGIBLE ASSETS ` in Crore

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, 2012 26.94 33.11 347.56 3.49 9.34 3,151.06 239.03 46.96 29.37 5.84 3,892.70

Additions 18.41 — 41.67 1.76 — 308.55 40.92 5.12 5.75 — 422.18

Deletions — — — 0.41 — 35.63 22.38 1.92 10.94 — 71.28

As at 31st March, 2013 45.35 33.11 389.23 4.84 9.34 3,423.98 257.57 50.16 24.18 5.84 4,243.60

Additions 0.40 0.27 40.09 1.16 — 221.80 58.41 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 — 0.38 49.17 33.14 2.97 3.83 — 91.27

As at 31st March, 2014 28.76 25.59 347.10 6.00 8.96 2,842.96 275.10 42.26 19.72 5.84 3,602.29

Accumulated Depreciation

As at 1st April, 2012 2.52 94.27 1.58 4.62 1,861.00 159.85 37.36 13.96 5.55 2,180.71

For the Year 0.30 9.27 0.52 1.11 141.82 50.24 3.07 4.11 — 210.44

Deletions — — 0.30 — 31.19 20.99 1.89 6.67 — 61.04

As at 31st March, 2013 2.82 103.54 1.80 5.73 1,971.63 189.10 38.54 11.40 5.55 2,330.11

For the Year 0.11 8.90 0.63 1.11 122.91 48.49 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 — 0.38 40.69 32.83 2.83 2.54 — 80.11

As at 31st March, 2014 1.33 96.46 2.43 6.46 1,753.95 200.20 32.54 10.14 5.55 2,109.06

Net Block as at31st March, 2013 45.35 30.29 285.69 3.04 3.61 1,452.35 68.47 11.62 12.78 0.29 1,913.49

Net Block as at31st March, 2014 28.76 24.26 250.64 3.57 2.50 1,089.01 74.90 9.72 9.58 0.29 1,493.23

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: ` 19.54 Crore),

Buildings ` 23.85 Crore (Previous Year: ` 23.85 Crore), Furniture & Fixtures ` 2.65 Crore (Previous Year: ` 2.65 Crore) and Office

Equipment ` 5.62 Crore (Previous Year: ` 5.68 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. Addition to Plant and Equipment is net of Subsidy ` 2.45 Crore (Previous Year: ` 0.43 Crore).

C. For Assets given on Operating Lease – Refer Note: 38.


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NOTE: 9BINTANGIBLE ASSETS ` in Crore

Goodwill Brands/ Computer Technical TOTALTrademarks Software Know-how

Gross Block

As at 1st April, 2012 20.41 167.27 35.35 6.60 229.63

Additions — 19.85 6.75 — 26.60

Deletions — — — — —

As at 31st March, 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

Accumulated Amortisation

As at 1st April, 2012 — 159.83 30.70 3.92 194.45

For the Year — 4.63 3.42 0.69 8.74

Deletions — — — — —

As at 31st March, 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

Net Block as at 31st March, 2013 20.41 22.66 7.98 1.99 53.04

Net Block as at 31st March, 2014 20.41 18.42 8.55 1.07 48.45

All Intangible Assets are other than internally generated.

` in Crore

Year Ended Year Ended31st March, 2014 31st March, 2013

NOTE: 9A and 9B

During the year, the Company has capitalised the following expensesto cost of Fixed Assets/Capital Work-in-Progress

Raw Materials Consumed — 0.14

Salaries and Wages 1.20 3.29

Contribution to Provident and Other Funds 0.10 0.31

Staff Welfare Expenses 0.08 0.14

Power and Fuel — 0.79

Rent — 0.06

Legal and Professional Expenses 5.08 16.88

Travelling and Conveyance 0.20 1.26

Interest Expenses 3.42 12.77

Miscellaneous Expenses 0.20 0.05

Total 10.28 35.69

Add: Brought forward from previous year 11.93 8.94

Less: Capitalised during the year 15.60 32.70

Balance Pending Allocation included in Capital Work-in-Progress 6.61 11.93


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` in Crore

As at As at31st March, 31st March,

Face Value Number 2014 Number 2013

NOTE: 10ANON-CURRENT INVESTMENTSTrade 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 Vikram Global Trading House Limited, Mauritius^ US$ 1 — — 150,000 0.65

Aditya Birla Financial Services Private Limited 10 717,010,000 717.01 110,000,000 110.00

Birla Sun Life Insurance Company Limited* 10 1,406,893,920 1,751.23 1,457,430,000 1,814.13

ABNL Investment Limited 10 21,000,000 21.00 21,000,000 21.00

Indigold Trade and Services Limited (fully paid-up) 10 69,523,000 1,183.65 4,700,000 49.25

Indigold Trade and Services Limited (` 4.30/- paid-up) 10 — — 2,900,000 21.82

Madura Garments Life Style Retail Company Limited 10 98,838,896 362.94 98,838,896 362.94

ABNL IT & ITES Limited 10 26,027,500 454.69 47,500 0.05

Shaktiman Mega Food Park Limited 10 9,400 0.01 9,400 0.01

4,490.53 2,379.85

AssociateBirla Securities Limited 10 495,800 2.53 495,800 2.53

Less: Provision (2.52) (2.52)

0.01 0.01

OthersAditya Birla Science & Technology 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 2.51

Preference SharesUnquoted

Subsidiaries7.00% Cumulative and Redeemable Preference Shares ofAditya Birla Minacs Worldwide Limited 100 — — 1,500,000 15.00

8.00% Cumulative and Redeemable Preference Shares ofPantaloons Fashion & Retail Limited 10 500,000 0.50 500,000 0.50

8.00% Cumulative and Redeemable Preference Shares ofMadura 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 Private Limited 10 876,500,000 876.50 876,500,000 876.50

887.00 902.00

Others5.25% Cumulative Redeemable PreferenceShares of Aditya Birla Health Services Limited# 100 1,500,000 15.00 1,500,000 15.00

8% Preference Shares of Birla ManagementCentre Services Limited 10 200 ß 200 ß

15.00 15.00


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` in Crore

As at As at31st March, 31st March,

Face Value Number 2014 Number 2013

Non-Trade Investments Valued at CostQuoted

Investment in Equity Instruments

Hindalco Industries Limited 1 33,506,337 201.48 33,506,337 201.48

UnquotedInvestment in Government Securities — ß

201.48 201.48

TOTAL NON-CURRENT INVESTMENTS 7,952.34 5,856.66

* Refer Note: 26(e)

# Each Preference Share is optionally convertible in10 Equity Share of ` 10/- each fully paid-up on the expiry ofa period of 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 11,986.75 9,846.34

4. Aggregate amount of Unquoted Investments 5,395.05 3,299.37

5. Aggregate amount of Diminution in Value of Investments 2.52 2.52

NOTE: 10BCURRENT INVESTMENTS(Valued at Lower of Cost and Fair Value)Equity Instruments

UnquotedSubsidiaries, at Cost

Aditya Vikram Global Trading House Limited,Mauritius^ US$ 1 150,000 0.65 — —

0.65 —

Preference SharesUnquoted

SubsidiariesCurrent Maturity of Long-term Investment, at Cost

Preference Shares of Aditya Birla Minacs WorldwideLimited redeemable at premium of 125% 100 1,500,000 15.00 — —

15.00 —

Unquoted, Fully Paid-upUnits of Mutual Fund

Birla Sun Life Cash Plus –Institutional Premium Plan – Growth 100 — — 11,347,938 213.00

SBI Ultra Short-term Debt Fund –Regular Plan – Growth 1000 — — 431,837 65.00

— 278.00

TOTAL CURRENT INVESTMENTS 15.65 278.00

^The Company is in the process of winding up.


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NOTE: 11A

LONG-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Capital Advance

Unsecured, Considered Good 17.38 48.98

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) 18.04 52.43


Inter-Corporate Deposits 11.58 7.53

VAT, Other Taxes Recoverable, Statutory Deposits and Dues from Government 0.49 0.41

Prepaid Expenses 11.48 16.59

Advance for Expenses, Materials and Employees 7.42 9.22

192.40 286.32

NOTE: 11B

SHORT-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Security Deposits++




Loans and Advances to Related Parties (Refer Note: 42) 534.88 9.39


Inter-Corporate Deposits 2.61 6.66

VAT, Other Taxes Recoverable, Statutory Deposits and Dues from Government




Advance Tax (Net of Provision ` 10.51 Crore (Previous Year: ` 9.49 Crore)) 26.67 16.41


Advance for Expenses, Materials and Employees




723.55 284.29

++ The Company is one of the Promoter members of Aditya Birla Management Corporation Pvt. Ltd., a Company limited byguarantee 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. Total Amount of Deposit Outstanding as on 31st March,2014, is `4.13 Crore (Previous Year: ` 4.13 Crore).


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Disclosure as per Clause 32 of Listing Agreement` in Crore

(i) Loans and Advances in the nature of Loans given Balance as on Balance as on Maximum Amount Maximum Amountto Subsidiaries 31st March, 2014 31st March, 2013 Due at any time Due at any time

During the Year Ended During the Year Ended31st March, 2014 31st March, 2013

Indigold Trade and Services Ltd. 0.22 — 0.78 800.00

Aditya Birla Minacs Worldwide Ltd. 479.75 — 481.15 52.50

ABNL Investment Ltd. 1.00 2.90 2.90 61.73

Aditya Birla Money Mart Ltd. 42.43 42.43 42.43 42.43

Aditya Birla Money Insurance Advisory Services Ltd. 3.24 — 3.24 3.24

Aditya Birla Finance Ltd. — — 100.05 205.00

Aditya Birla Customer Services Pvt. Ltd. 14.80 10.00 16.00 21.05

Pantaloons Fashion & Retail Ltd. — 6.49 96.37 6.49

ABNL IT & ITES Ltd. 1.38 — 1.52 —

Madura Garments Life Style Retail Co. Ltd. 10.10 — 11.12 156.90

(ii) Loans and Advances in the nature of Balance as on Balance as on Maximum Amount Maximum AmountLoans given to Employees 31st March, 2014 31st March, 2013 Due at any time Due at any time

During the Year Ended During the Year Ended31st March, 2014 31st March, 2013

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 0.86 1.86 1.86 1.98

– no interest or at an interest rate below

which is specified in Section 372A of

the Companies Act, 1956 8.07 11.78 9.41 14.12

` in Crore


NOTE: 12AOTHER NON-CURRENT ASSETSOther Bank Balances*

Bank Deposits with more than twelve months maturity 0.11 0.10

Government Grant Receivable 0.67 0.71

0.78 0.81

* Amount held as Margin Money under lien to bank for issuing guarantee 0.11 0.10

NOTE: 12BOTHER CURRENT ASSETSFertiliser Bonds # 9.85 10.48

Government Grant Receivable ## 31.76 30.37

Export Incentive Receivable 26.46 29.49

Less: Provision for Export Incentive Receivable (0.06) (0.06)

Others* 4.85 5.52

72.86 75.80

* Includes dues from subsidiaries 2.34 0.33

# The Company had received fertilisers bonds in earlier years of ` 65.50 Crore from the Ministry of Fertiliser, Government of India,against the outstanding amount of subsidy receivable, out of which bonds amounting to ` 11.58 Crore (Previous Year: ` 11.58Crore) are outstanding at the year end. The market value of the above bonds are lower than book value, therefore the diminutionin the value of above bonds has been accounted.

## Includes interest reimbursement receivable from Department of Fertiliser ` Nil (Previous Year: ` 1.40 Crore).


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NOTE: 13INVENTORIES (Lower of Cost and Net Realisable Value)Raw Materials 251.91 652.18(Includes Goods-in-Transit ` 14.67 Crore (Previous Year: ` 252.48 Crore))

Work-in-Progress 117.01 76.67

Finished Goods 371.70 369.79(Includes Goods-in-Transit ` 0.02 Crore (Previous Year: ` 0.49 Crore))

Stock-in-Trade 280.60 187.10(Includes Goods-in-Transit ` 4.67 Crore (Previous Year: ` Nil))

Stores and Spares 73.69 98.64(Includes Goods-in-Transit ` 0.55 Crore (Previous Year: ` 0.50 Crore))

Waste/Scrap 0.06 0.15

Packing Materials 8.66 8.57

CER 0.09 0.18

1,103.72 1,393.28

NOTE: 14TRADE RECEIVABLESDue for period exceeding Six months from the due date of payment

Secured, Considered Good 1.24 0.01

Unsecured, Considered Good 51.11 70.50(Includes subsidy receivable from Government of India ` 5.64 Crore(Previous Year: ` 18.64 Crore))



Others


Unsecured, Considered Good 1,968.37 2,694.94(Includes subsidy receivable from Government of India ` 1,145.56 Crore(Previous Year: ` 1,421.98 Crore))

2,045.70 2,807.26

NOTE: 15CASH AND BANK BALANCESCash and Cash EquivalentsBalances with Banks

Current Accounts 24.85 22.10

Deposit Accounts (with original maturity period of three months or less) — 25.00

Cash on Hand 1.44 1.53

Cheques/Drafts on Hand 9.57 3.64

(A) 35.86 52.27

Other Bank BalancesDeposit Accounts (with original maturity period of more than three months) 0.11 0.21

Others

Unclaimed Dividend 2.99 2.81


Money Due for Refund on Fraction Shares 0.28 0.29

(B) 3.38 3.35

(A) + (B) 39.24 55.62

Less: Bank Deposits with more than twelve months maturity(transferred to Other Non-Current Assets) 0.11 0.10

39.13 55.52


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NOTE: 16REVENUE FROM OPERATIONSA. SALE OF PRODUCTS

Manufactured 6,325.54 7,776.20

Traded 1,834.77 2,318.37

8,160.31 10,094.57

B. SALE OF SERVICES 8.72 14.13C. OTHER OPERATING INCOME

Export Incentive 44.83 45.94

Scrap Sales 19.24 11.57

Licence Fees and Royalties 1.35 1.46

Sales Tax Subsidy 2.42 2.72

Commission Income 1.79 1.37

Power and Steam Sales — 96.21

Miscellaneous Other Operating Income 0.24 —

69.87 159.27

Total A + B + C 8,238.90 10,267.97

Details of Sale Value of Goods Manufactured under broad headsAmmonia 36.43 43.81

Carbon Black — 2,152.39

Caustic Soda 204.98 227.42

Garments 1,618.59 1,323.75

Insulators 542.00 480.47

Linen Fabric 279.15 230.27

Sulphuric Acid and Allied Chemicals 30.65 35.87

Urea 1,953.79 1,816.07

Viscose Filament Rayon Yarn 604.66 552.97

Wool Top 349.40 330.51

Yarn Linen 356.42 268.87

Yarn Worsted 305.61 291.18

Others 43.86 22.62

6,325.54 7,776.20

Sale Value of Traded Goods under broad headsAgro Chemicals 97.36 77.64

Bulk Fertilisers 92.24 869.23

Garments 1,449.04 1,223.27

Seeds 77.01 68.12

Specialty Fertilisers 50.98 50.35


Others 5.68 10.45

1,834.77 2,318.37


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NOTE: 17OTHER INCOMEInterest Income from

Subsidiaries 9.75 5.99

Others 34.39 30.50

Dividend Income

Subsidiary Company 87.45 145.86

Joint Venture 25.13 —

Long-term Investments 4.69 5.19

Current Investments 5.14 —

Net Gain on Sale of Investments

Current

Subsidiary Company 41.72 —

Others — 7.59

Long-term

Subsidiary Company — 0.04

Gain on Buy-Back of Investments of Subsidiary 144.29 —

Other Non-Operating Income 18.86 14.08

371.42 209.25

NOTE: 18COST OF MATERIALS CONSUMEDRaw Materials Consumed 2,824.70 4,194.58

Packing Materials Consumed 119.42 132.92

2,944.12 4,327.50

Details of Raw Materials Consumed under broad headsAlumina 22.27 23.48

Carbon Black Feed Stock and Coal Tar — 1,687.99

Clays 21.94 22.37

Cotton Staple and Synthetic Yarn 272.67 181.16

Fabric 367.45 275.40

Flax Fibre 80.08 56.35

Metal Parts 120.26 108.96

Natural Gas 1,120.70 1,012.87

Staple and Synthetic Fibre 17.10 12.88

Wood Pulp 147.89 150.96

Wool Fibre 498.78 474.46

Others 155.56 187.70

2,824.70 4,194.58

NOTE: 19PURCHASE OF STOCK-IN-TRADEPurchase of Finished Goods 1,191.38 1,636.25

1,191.38 1,636.25

Details of Purchases of Finished Goods under broad headAgro Chemicals 81.03 75.80

Bulk Fertilisers 83.74 799.25

Garments 849.91 631.08

Seeds 62.09 55.56

Specialty Fertilisers 43.07 41.02


Others 3.39 8.34

1,191.38 1,636.25


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NOTE: 20CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADEOpening Stocks

Finished Goods 369.79 326.86Stock-in-Trade 187.10 225.59Work-in-Process 76.67 66.92Waste/Scrap 0.15 0.14CER 0.18 0.37

633.89 619.88

Less:Closing Stocks

Finished Goods 371.70 369.79Stock-in-Trade 280.60 187.10Work-in-Process 117.01 76.67Waste/Scrap 0.06 0.15CER 0.09 0.18

769.46 633.89

Add/(Less):Increase/(Decrease) in Excise Duty on Stocks 0.64 1.67Stock Transfer on Sale of Carbon Black Business (69.50) —

(Increase)/Decrease (204.43) (12.34)

Details of Inventories:Manufactured GoodsCarbon Black — 69.22Caustic Soda 3.21 2.01Garments 175.12 154.15Insulators 29.78 35.72Linen Fabric 45.30 14.94Sulphuric Acid and Allied Chemicals 0.86 0.65Urea 17.98 16.88Viscose Filament Rayon Yarn 28.08 9.73Yarn Linen 23.43 12.54Yarn Worsted 42.87 47.16Others 5.07 6.79

371.70 369.79

Traded GoodsAgro Chemicals 6.24 11.55Bulk Fertilisers 0.36 1.10Garments 254.17 164.61Seeds 0.94 1.23Specialty Fertilisers 0.39 —Viscose Filament Rayon Yarn 18.27 7.51Others 0.23 1.10

280.60 187.10

Work-in-ProgressAmmonia 1.97 1.27Customised Fertilisers 2.08 —Garments 21.32 19.66Insulators 18.37 15.75Linen Fabric 34.83 15.64Viscose Filament Rayon Yarn 13.74 7.59Wool Top 0.12 0.13Yarn Linen 6.85 2.90Yarn Worsted 17.73 13.73

117.01 76.67


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NOTE: 21EMPLOYEE BENEFITS EXPENSESSalaries and Wages 544.66 511.83

Contribution to Provident and Other Funds (Refer Note: 40) 50.43 49.89

Expense on Employee Stock Options Scheme and Stock Appreciation Rights 1.49 0.02(Refer Note: 41)


638.69 596.73

NOTE: 22OTHER EXPENSESConsumption of Stores 84.12 87.61

Consumption of Spares 50.07 52.12

Rent 276.93 244.01

Repairs and Maintenance of:

Buildings 11.72 12.29

Plant and Machinery 52.20 38.66

Others 52.66 47.08

Insurance 11.68 13.51

Rates and Taxes 29.83 46.52

Processing Charges 70.33 53.29

Commission to Selling Agents 213.10 196.54

Brokerage and Discounts 36.48 34.64

Advertisement and Sales Promotion 268.40 185.25

Transportation and Handling Charges 70.27 79.34

Security, Housekeeping and Other Store Services 123.56 97.89


Provision for Bad and Doubtful Debts and Advances 3.32 3.96

Bad Debts Written Off 0.07 —


Loss on Sale/Discard of Fixed Assets (Net) 0.87 3.02

Bank Charges 9.59 12.23

Directors’ Sitting Fees 0.17 0.18

Directors’ Commission 4.50 4.00

Foreign Exchange Loss (Net) 24.03 5.90

Contribution to Research and Development Institution 2.99 2.32

Information Technology Expenses 18.48 11.91


1,621.20 1,431.04

NOTE: 23DEPRECIATION AND AMORTISATION EXPENSESDepreciation of Tangible Assets 188.30 210.44

Amortisation of Intangible Assets 10.72 8.74

199.02 219.18

NOTE: 24FINANCE COSTInterest Expenses* 238.44 288.70

Other Borrowing Costs 28.12 71.30

266.56 360.00

*Net of Interest Rebate Subsidy from Department of Fertiliser — 0.30

*Net of Interest Rebate Subsidy from Technology Upgradation Fund 13.07 13.35

*Net of Interest Capitalised 3.42 12.77


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NOTE: 25CONTINGENT LIABILITIES NOT PROVIDED FOR(a) Claims against the Company not acknowledged as debts ` in Crore

Nature of Brief Description of Contingent Liabilities As at 31st As at 31stStatute March, 2014 March, 2013

Customs Duty, Departmental appeal against CESTAT order for deleting demand of 2.04 2.04

Customs Act, payment of duty for non-fulfilment of provision of EXIM policy related to

1942 Advance Licence obtained by Madura Coats Ltd.

Demand of Differential Custom Duty on acquisition of ENKA 1.27 —

Technical Know-how.

Various other cases pertaining to demand of counter-vailing duty and 1.91 0.33

additional duties on imports, supplementary Drawback claim, etc.

Excise Duty, Show cause-cum-demand notice for simultaneous availment of — 10.88

Central Excise C.E. Not. 29/04 & 30/04 date 09.07.2004 for the period 2004-05 to

Act, 1944 2006-07. The matter since has been decided in favour of the Company.

Show cause-cum-demand notice alleging that mixing of duty paid 1.62 1.62

dyes amounts to manufacture and attracts duty for the period from

March 1986 to September 1988.

Show cause-cum-demand notice for availment of Cenvat Credit on 1.01 1.01

capital goods used exclusively for manufacture of exempted goods for

the period from April 2005 to March 2007.

Demand for payment of duty for removal of Refinished Imported 2.03 2.03

Garments without paying duty.

Demand of duty for alleged wrong availment of benefit of exemption 8.25 8.25

under Notification 38/2003-CE in respect of readymade garments

procured from job workers.

Show cause-cum-demand notice of excise duty on inclusion of 1.43 1.06

Type Test Charges with the value of insulators.

Demand for reversal of Cenvat Credit on CBFS and other inputs — 35.96

allegedly to be used for manufacturing of electricity sold outside for

the period 2006 to September 2011. Carbon Black business was divested

by way of slump sale to M/s. SKI Carbon Black India Pvt. Ltd.,

w.e.f. 01.04.2013 and, hence, liability transferred to new entity.

Demand for reversal of Cenvat Credit on CBFS alleged to be used for — 3.54

generation of Steam sold outside. Carbon Black business was divested

by way of slump sale to M/s. SKI Carbon Black India Pvt. Ltd.,

w.e.f. 01.04.2013 and, hence, liability transferred to new entity.

Various cases demanding duty on removal of refinished imported 5.74 6.59

goods, reversal of credit on inputs used for manufacturing dutiable and

exempted goods, etc.

Service Tax, Show cause-cum-demand notices for availment of Cenvat Credit of 2.25 2.25

Finance Act, Service Tax paid on commission to overseas agents since services are

1994 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 3.85 4.07

Agency Service on outward transportation from place of removal till

buyers’ place.

Show cause-cum-demand notice for reversal of Cenvat Credit of 1.05 1.05

Service Tax on Business Auxiliary Services.

Demand of Service Tax Due to mismatch of Freight Inward declared in 1.23 0.42

ER-4 and ST-3 Returns.

Various other cases pertaining to disallowance of Cenvat Credit of 2.53 2.90

Service Tax on commission paid to overseas agent, in GTA services,

service for outward transportation and other services alleging not be

classified as input services for availment of Cenvat Credit, etc.


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` in Crore

Nature of Brief Description of Contingent Liabilities As at 31st As at31stStatute March, 2014 March, 2013

Sales Tax, Non-receipt of C & F forms, disallowance of Input Tax Credit (ITC) on 9.98 9.98

Commercial purchases by Power Plant, reversal of ITC, for AY 2006-07.

Tax ActDemand for Short of Form H, I and C, Input Tax Credit Short adjusted on 5.37 5.16

Stores Spares.

Demand for Short of Form 12A on sale to local party who subsequently 1.56 1.79

exported the goods.

Sales tax demand on export to Nepal. — 1.50

Various other cases in respect of Short of Form H, I and C, disallowance 1.75 1.71

of input credit, tax demand on freight charges and on export to Nepal.

Income-tax Various Department Appeals in ITAT, High Court on 14A disallowance, 36.18 37.70

Act, 1961 disallowance of additional depreciation, disallowance of depreciation

on goodwill and various matters.

Various other cases in respect of Short of Form H, I and C, disallowance 2.16 4.31

of input credit, tax demand on freight charges and on export to Nepal.

Others Statutes Labour Reinstatement and Workmen Compensation cases. 6.82 6.20

Water drawal charges for the period of April 1999 to till date. 69.72 59.70

Claim by PEDEEE Syria for late supply under different contracts. 6.24 5.38

Railways demanded Land Licence Fees, in 2008, for the land used for 5.12 5.26

constructing and connecting siding with Railway at Sindurwa since 1988.

Demand letter issued by UPSIDC for making payment of maintenance 18.23 15.27

charges on land allotted in 1983.

Various other cases pertaining to Industrial Disputes, Railways Licence 22.07 19.20

Fee demand, Textile Cess on readymade garments, claims made by

clients on sale of securities and other Civil cases.

Grand Total 221.41 257.16

(b) Bills Discounted with Banks 38.17 75.86

(c) Corporate Guarantees given to Banks for loans taken by subsidiaries 705.53 1,928.79

(d) Corporate Guarantees given in connection with performance obligation of the subsidiaries 12.10 106.86

(e) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage of fertilisers

dispatched was required to be supplied in jute bags upto 31st August, 2001. The Company made conscious efforts to use

jute packaging material as required under the said Act. However, due to non-availability of material as per the Company’s

product specifications as well as due to strong customer resistance to use of jute bags, the specific percentage could not be

adhered to. The Company has received a show cause notice, against which a writ petition has been filed with the Hon’ble

High Court, which is awaiting for hearing. The Jute Commissioner, Kolkata, had filed transfer petition, various writ petitions

have been filed in different High Courts by other aggrieved parties, including the Company, before the Hon’ble Supreme

Court of India praying for consolidation of all cases at one Court. The transfer petition is pending before the Hon’ble Supreme

Court. The Company has been advised that the said levy is bad in law.


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NOTE: 26CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of Contracts remaining to be executed onCapital Account and not provided for (Net of Advances) 85.03 202.68

(b) Customs Duty on Capital Goods and Raw Materials Imported underAdvance Licensing/EPCG Scheme, against which export obligation isto be fulfilled 157.95 169.62

(c) For commitment under lease contract Refer Note: 38.

(d) For commitment under derivative contract Refer Note: 43.

(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,Pantaloons Fashion & Retail Limited, Aditya Birla Minacs Worldwide Limited and Madura Garments Lifestyle RetailsCompany Limited investments have also been provided to certain Banks for respective credit facilities extended bythem.

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) Madura Garments Lifestyle Retail Company Limited (MGLRCL), a subsidiary of the Company, has issued Zero CouponNon-Convertible Debenture (NCD) aggregating ` 300 Crore. The Company has entered into an option agreement withthe holders of such NCD pursuant to which the holders have put option on the Company, and the Company has calloption on the holders on expiry of 24 months from the date of allotment of NCD at a pre-agreed price. Further, onhappening of certain events, the put option can also be exercised by the holders on the Company on any other date onhappening of such events.

(g) 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 alsobe exercised by the holders on the Company on any other date on happening of such events.

(h) The Company has uncalled commitments in respect of investments in shares of Indigold Trade and Services Limitedamounting to ` Nil (Previous Year: ` 28.93 Crore).

` in Crore


NOTE: 27VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS

Raw Materials 1,137.28 2,375.46

Stores and Spares 19.51 19.62

Capital Goods 160.64 105.50

Purchase of Finished Goods 114.17 726.76

NOTE: 28EXPENDITURE IN FOREIGN CURRENCY (on accrual basis)

Advertisement 1.49 0.78

Technical Assistance Fees/Royalties 19.48 15.40

Interest and Commitment Charges* 25.84 84.74

Professional Charges 2.86 4.95

Travelling 1.71 1.80

Commission 8.97 11.72

Technical Know-how — 29.81

Brand/Trademark — 19.85

Others 5.96 4.88

*Interest expenditure in Foreign Currency includes interest in 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 Crore

Percentage Year Ended Percentage Year Ended31st March, 2014 31st March, 2013

Raw Materials:

Imported 39.03% 1,102.37 57.77% 2,423.36

Indigenous 60.97% 1,722.33 42.23% 1,771.22

2,824.70 4,194.58

Spare Parts:

Imported 18.99% 9.51 18.46% 9.62

Indigenous 81.01% 40.56 81.54% 42.50

50.07 52.12

NOTE: 30AMOUNT REMITTED IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND

In respect of Accounting Year

2012-13 2011-12

No. of Shareholders 436 534

No. of Equity Shares 113,096 130,283

Dividend Remitted in Foreign Currency 0.07 0.08

NOTE: 31EARNINGS IN FOREIGN CURRENCY (on accrual basis)

` in Crore


On Export of Manufactured Goods (F.O.B. Basis) 748.07 874.21

On Export of Traded Goods (F.O.B. Basis) 3.43 9.19

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 12.85 13.76

Insurance Staff Welfare Expenses 1.40 1.56

NOTE: 33DETAILS OF AUDITORS’ REMUNERATION

Payments to Statutory Auditor:As Auditors

For Audit Fees (Including Limited Review Fees) 1.04 1.06For Tax Audit 0.12 0.15

In other capacityFor Other Services 0.18 0.30For Reimbursement of Expenses 0.14 0.12

1.48 1.63

Payments to Branch Auditor:

As Audit Fees (Including Limited Review Fees) 0.43 0.34As Tax Audit 0.03 0.03For Other Services 0.03 —For Reimbursement of Expenses 0.09 0.07

0.58 0.44

Payments to Cost Auditor:For Audit Fees 0.05 0.05For Reimbursement of Expenses 0.01 0.01

0.06 0.06

2.12 2.13


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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 Crore


i) Capital ExpenditureCapital Equipment — 1.05

ii) Revenue ExpenditureSalaries and Wages 0.88 4.98

Material Consumables/Spares 0.03 0.03

Other Expenditure directly related to R&D 0.48 2.73

iii) Total R&D Expenditure on approved R&D Facilities (Total i) & ii)) 1.39 8.79iv) Less: Amount Received by R&D Facilities — —

v) Net Amount of R&D Expenditure 1.39 8.79

NOTE: 35DISCLOSURE IN RESPECT OF SELF-GENERATED CERS

No. of CERs held as inventory (Units) 69,518 115,706

No. of CERs under certification (Units) 46,553 46,553

` in Crore


NOTE: 36DISCLOSURE 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 673.95 423.05

Less: Preference Dividend and Tax thereon 0.01 0.01

Net Profit for EPS (A) 673.94 423.04

Weighted-average Number of Equity Shares for calculation of Basic EPS (B) 124,121,740 113,634,808

Basic EPS (`) (A/B) 54.30 37.23

Weighted-average Number of Equity Shares Outstanding 124,121,740 113,634,808

Add: Shares Held in Abeyance 41,323 41,342

Add: Dilutive Impact of Employee Stock Options 80,735 56,837

Add: Potential Equity Shares Due to Share Warrants 1,174,496 1,990,156

Weighted-average Number of Equity Shares for calculation of Diluted EPS (C) 125,418,294 115,723,143

Diluted EPS (`) (A/C) 53.74 36.56

Nominal Value of Shares (`) 10.00 10.00


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` in Crore

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 Interesta) Name of the Venture Incorporation As at As at


1. IDEA Cellular Limited India 25.23% 25.27%

The aggregate of Company’s share in the above venture is:

Non-Current Assets 11,116.95 8,361.57

Current Assets 629.27 831.14

Non-Current Liabilities 5,389.83 3,545.76

Current Liabilities 2,186.71 2,032.01

Total Revenue 6,752.99 5,695.44

Expenses (Including Depreciation and Taxation) 6,256.52 5,439.98

Contingent Liabilities 2,761.88 2,187.62

Capital Commitments 1,430.46 1,448.95

2. Birla Sun Life Asset Management Company Limited[JV of Subsidiary Company (ABFSPL)]# India N.A. N.A.


Non-Current Assets — —

Current Assets — —

Non-Current Liabilities — —

Current Liabilities — —

Total Revenue — 105.07

Expenses (Including Depreciation and Taxation) — 86.04

Contingent Liabilities — —

Capital Commitments — —

3. Birla Sun Life Trustee Company Private Limited[JV of Subsidiary Company (ABFSPL)]# India N.A. N.A.


Non-Current Assets — —

Current Assets — —

Non-Current Liabilities — —

Current Liabilities — —

Total Revenue — 0.01

Expenses (Including Depreciation and Taxation) — ß

Contingent Liabilities — —

Capital Commitments — —

# Birla Sun Life Asset Management Company Limited and Birla Sun Life Trustee Company Private Limited (earlier jointventures of the Company) have become subsidiaries of the Company with effect from 10th October, 2012.


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NOTE: 38DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19 – LEASES IS AS UNDER

` in Crore


A. Assets Taken on Lease:

i) Operating Lease Payment recognised in the Statement of Profit and Loss

Minimum Lease Rent 267.76 234.53

Contingent Lease Rent 9.17 9.10

276.93 243.63

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 CroreAs at As at


Not later than one year 66.22 68.95

Later than one year and not later than five years 52.84 82.67

119.06 151.62

B. Assets Given on Lease:The Company had given certain Plant and Machinery (Storage Tank) on

non-cancellable operating lease.

The Gross carrying amount of the above referred assets — 4.90

The Accumulated Depreciation for the above assets — 2.52

The Depreciation for the above assets for the year — 0.23

The future minimum lease rental in respect of above Storage Tank lease is as follows:

Not later than one year — 0.31

NOTE: 39DISCONTINUING OPERATIONS

The Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black

business with 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 the approval given by the shareholders, the Company has 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 a gain

of ` 24.06 Crore on the said slump sale has been recognised as an exceptional item and a net tax credit of ` 40.70 Crore

(including reversal of deferred tax credit) has been netted off with current period tax expense.

In view of the above, the figures for the previous year are strictly not comparable.


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The following statement shows the revenue and expenses of Carbon Black Business:` in Crore


Revenue from Operations — 2,262.21

Less: Excise Duty — (226.30)

Net Revenue from Operations — 2,035.91Other Income — 2.70

Total Revenue — 2,038.61

ExpensesCost of Materials Consumed — 1,752.93

Purchase of Stock-in-Trade — 1.09

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade — (14.59)

Employee Benefits Expenses — 58.46


Other Expenses — 103.96

Total Expenses — 1,906.18

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — 132.43Depreciation and Amortisation Expenses — 39.33

Finance Cost — 117.86

Profit Before Exceptional Item and Tax — (24.76)Profit on Sale of Assets attributable to Discontinued Operations 24.06 —

Profit Before Tax from Discontinued Operations 24.06 (24.76)Tax Expenses of Discontinued Operations (Net of reversal of Deferred Taxliability on sale of assets attributable to Carbon Black Business ` 77.58 Crore(Previous Year: ` Nil)) (40.70) (29.87)


The carrying amount of the total assets and liabilities transferred are as follows:` in Crore


Total Assets — 1,768.72

Total Liabilities — 1,471.49

The net cash flows attributable to the Carbon Black Business are as follows:` in Crore


Operating Activities — 245.61

Investing Activities — (35.13)

Financing Activities — (210.55)

Net Cash Inflow/(Outflow) — (0.07)


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NOTE: 40RETIREMENT BENEFITSDisclosure 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 fifteen dayssalary last drawn for each completed year of service. The same is payable on termination of service or retirement, whicheveris earlier. The benefit vests after five years of continuous service. In case of some employees, the Company’s scheme is morefavourable as compared to the obligation under Payment of Gratuity Act, 1972.

` in Crore


Amounts recognised in the Balance Sheet in respect of Gratuity

Present Value of the funded Defined Benefit Obligations at the end of the year 110.24 114.81

Fair Value of Plan Assets 110.55 112.28

Net (Asset)/Liability (0.31) 2.53

Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of Gratuity

Current Service Cost 9.49 8.13

Interest on Defined Benefit Obligations 8.55 7.97

Expected Return on Plan Assets (9.28) (8.09)

Net Actuarial (Gain)/Loss recognised during the year 2.79 5.22

Net Gratuity Cost 11.55 13.23

Actual Return on Plan Assets:

Expected Return on Plan Assets 9.28 8.09

Actuarial Gain/(Loss) on Plan Assets (3.79) 3.18

Actual Return on Plan Assets 5.49 11.27

Reconciliation of Present Value of the Obligation andthe Fair Value of the Plan Assets:Change in Present Value of the Obligations:Opening Defined Benefit Obligations 114.81 101.00


Interest Cost 8.55 7.97

Actuarial (Gain)/Loss (1.00) 8.40

Liabilities Settled on Divestment (9.92) —

Benefits Paid (11.69) (10.69)

Closing Defined Benefit Obligations 110.24 114.81

Change in Fair Value of the Plan Assets:Opening Fair Value of the Plan Assets 112.28 97.71

Expected Return on the Plan Assets 9.28 8.09

Actuarial Gain/(Loss) (3.79) 3.18

Contributions by the Employer 14.39 13.99

Assets Distributed on Divestment (9.92) —


Closing Fair Value of the Plan Assets 110.55 112.28


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` in Crore


Investment Details of the Plan Assets:Government of India Securities 21% 22%

Corporate Bonds 1% 1%

Insurer Managed Fund 58% 58%

Special Deposit Scheme 3% 4%

Others 17% 15%

Total 100% 100%

There is 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 Crore

Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March, 2014 2013 2012 2011 2010

Defined Benefit Obligation 110.24 114.81 101.01 92.43 80.08

Plan Assets 110.55 112.28 97.70 86.22 78.16

Surplus/(Deficit) 0.31 (2.53) (3.31) (6.21) (1.92)

Experience Adjustment on Plan Liabilities 8.33 3.84 3.01 6.62 1.16

Experience Adjustment on Plan Assets (3.79) 3.18 (1.52) (0.08) (3.32)

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.


Principal Actuarial Assumptions at the Balance Sheet DateDiscount Rate 8.90% 7.90%

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, promotionand other 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 Sheetdate is ` 7.00 Crore (Previous Year: ` 7.00 Crore).

(b) The details of the Company’s Defined Benefit Plans in respect of the Company owned Provident Fund Trust

` in Crore


Contribution to the Company-Owned Employees’ Provident Fund Trust(Excludes amount capitalised ` 0.10 Crore (Previous Year: ` 0.25 Crore)) 11.32 11.70

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 shortfallas at 31st March, 2014, and 31st March, 2013. As per the actuarial valuation report, the interest shortfall liability being“Other Long-term Employee Benefits”, detailed disclosures are not required.


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` in Crore


The details of the Plan Assets position as under:

Plan Assets at Fair Value 361.02 341.97

Liability Recognised in the Balance Sheet Nil Nil

Assumption used in determining the present value obligation ofinterest rate guarantee under the Deterministic Approach

Discount Rate for the term of the Obligations 8.95% 8.05%

Discount Rate for the remaining term of maturity of Investment Portfolio 8.88% 7.97%

Guaranteed Interest Rate 8.75% 8.50%

(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, whichis discretionary in the nature. The quantum of pension depends on the cadre of the employee at the time of retirement.

` in Crore


Amounts recognised in the Balance Sheet in respect of Pension:Present Value of unfunded Defined Benefit Obligations at the end of the Year 6.27 6.39

Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of Pension:Interest on Defined Benefit Obligations 0.46 0.50

Net Actuarial (Gain)/Loss recognised during the Year 0.60 0.49

Net Pension Cost 1.06 0.99

Reconciliation of Present Value of the Obligations:Opening Defined Benefit Obligations 6.39 6.46Interest Cost 0.46 0.50Actuarial (Gain)/Loss 0.60 0.49Benefits Paid (1.18) (1.06)


Financial Assumptions at the Valuation DateDiscount Rate 8.90% 7.90%

` in Crore


Defined Benefit Obligations 6.27 6.39 6.46 6.93 7.20

Experience adjustment on Plan Liabilities 0.90 0.37 0.13 0.05 0.55

` in Crore


(d) Defined Contribution Plans –

Amount recognised as an expense and included in the Note: 21 as“Contribution to Provident and Other Funds” 27.56 24.96


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NOTE: 41DISCLOSURE 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 Schemes:

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 from the 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

Re-pricing of the Option on 687.00 687.00 — — —

20th August, 2010

Market Price on the date of Grant of 1,282.55 1,948.70 816.85 839.80 905.10Option (` Per Share)

Market Price on the date of Re-pricing of 816.85 816.85 — — —Option (` Per Share)

Movement of Options Granted:Particulars Year Ended Weighted- Year Ended Weighted-

31st March, average 31st March, average2014 Exercise 2013 Exercise

Price (`) Price (`)Options Outstanding at the beginning of the year 168,841 688.93 189,975 688.71

Granted during the year — — — —

Exercised during the year 51,766 687.00 17,764 687.00

Lapsed during the year 840 687.00 3,370 687.00

Options Outstanding at the end of the year 116,235 689.80 168,841 688.93

Options Unvested at the end of the year 7,956 — 15,068 —

Options Exercisable at the end of the year 108,279 688.78 153,773 687.72

* Includes 3,360 options granted to employees of Subsidiaries.

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly,` 0.04 Crore {net of recovery of ` Nil from the subsidiaries} (Previous Year: ` 0.02 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 ` 1,102.13 pershare (Previous Year: ` 915.92).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2014, is 2.06 years(Previous Year: 2.43 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 Value per 591.53 825.67 471.44 486.82 443.49Option (`)


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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 (RSUs) to the eligible employees of the Company. The details are as under:(A) Stock Options:

Employee Stock Options Scheme:Particulars Tranche - I Tranche - II

No. of Options 104,272 16,239

Method of Accounting Intrinsic Value Intrinsic Value

Vesting Plan Graded Vesting – 25% Graded Vesting – 25%every year every year

Exercise Period 5 Years from the Date 5 Years from the Date of Vesting of Vesting

Grant Date 07.12.2013 29.01.2014

Grant/Exercise Price (` Per Share) 1,239.80 1,053.85

Market Price on the date of Grant of Option (` Per Share) 1,239.80 1,053.85

Movement of Options Granted:Particulars Option Weighted average

Exercise Price (`)Options Outstanding at the beginning of the year — —

Granted during the year 120,511 1,214.74

Exercised during the year — —

Lapsed during the year — —

Options Outstanding at the end of the year 120,511 1,214.74

Options Unvested at the end of the year 120,511 —

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, ` Nil has been charged to the current year Statement of Profit and Loss.

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2014, is 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:



Risk-Free Interest Rate (%) 8.88% 8.87%





* Expected volatility of the Company’s stock price is based on NSE price data of last three years.


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(B) Restricted Stock UnitsEmployee Stock Options Scheme:Particulars Tranche - I Tranche - II

No. of Options 101,731 9,567


Vesting Plan Bullet Vesting – End Bullet Vesting – Endof 3 years from the of 3 years from the

Grant Date Grant Date

Exercise Period 5 Years from the Date 5 Years from the Date of Vesting of Vesting

Grant Date 07.12.2013 29.01.2014

Grant/Exercise Price (` Per Share) 10.00 10.00


Movement of Options Granted:Particulars Option Weighted average


Granted during the year 111,298 10.00



Options Outstanding at the end of the year 111,298 10.00



The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.Accordingly, ` 1.45 Crore has been charged to the current year Statement of Profit and Loss.






Option Life (Years) 5.50 5.50



Weighted-Average Fair Value per Option (`) 1,195.33 1,008.87


(C) Stock Appreciation Rights:Scheme:Particulars Tranche - I Tranche - II

No. of Options 91,239 14,199


Vesting Plan Graded Vesting – 25% Graded Vesting – 25%every year every year

Exercise Period 3 Years from the Date 3 Years from the Dateof Vesting or 6 Years of Vesting or 6 Years

from the Date of Grant, from the Date of Grant, whichever is earlier whichever is earlier

Grant Date 07.12.2013 29.01.2014

Grant Price (` Per Share) 1,239.80 1,053.85



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Movement of Options Granted:

Particulars Option Weighted averageExercise Price (`)

Options Outstanding at the beginning of the year — —







The Stock Appreciation Rights compensation cost is amortised on a straight-line basis over the total vesting periodof the options. Accordingly, ` ß has been charged to the current year Statement of Profit and Loss.

The weighted-average remaining contractual life for the stock appreciation rights outstanding as at 31st March,2014, is 4.96 years.



Tranche - I Tranche - IIRisk-Free Interest Rate (%) 8.88% 8.87%




Weighted-Average Fair Value per Option `) 436.42 366.89


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 onthe fair value at the date of grant in accordance with Black-Scholes Merton Formula, the proforma amount of netprofit and earnings per share of the Company would have been as under:

` in Crore

Particulars 2013-14 2012-13

Net Profit 673.95 423.05Add: Compensation Cost as per Intrinsic Value 1.49 0.02

Less: Compensation Cost as per Fair Value 3.27 0.27

Adjusted Net Income 672.17 422.80Weighted-Average Number of Basic Equity Shares Outstanding (In Nos.) 124,121,740 113,634,808

Weighted-Average Number of Diluted Equity Shares Outstanding (In Nos.) 125,418,294 115,723,143

Face Value of the Equity Share (In `) 10 10

Reported Earnings Per Share (EPS)

– Basic EPS (`) 54.30 37.23

– Diluted EPS (`) 53.74 36.56

Proforma Earnings Per Share (EPS)

– Basic EPS (`) 54.15 37.21

– Diluted EPS (`) 53.59 36.54

NOTE: 42LIST OF RELATED PARTIESPARTIES WHERE CONTROL EXISTSUBSIDIARIESAditya Birla Financial Services Private Limited (ABFSPL)

Aditya Birla Capital Advisors Private Limited (ABCAPL)

Aditya Birla Customer Services Private Limited (ABCSPL)

Aditya Birla Trustee Company Private Limited (ABTCPL)

Aditya Birla Money Limited (ABML)


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Aditya Birla Commodities Broking Limited (ABCBL)

Aditya Birla Financial Shared Services Limited (ABFSSL)

Aditya Birla Finance Limited (ABFL)

Aditya Birla Securities Private Limited (ABSPL)

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.

Birla Sun Life Trustee Company Private Limited (BSTPL)

Aditya Birla Housing Finance Limited (ABHFL)

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)

Aditya Birla Minacs Philippines Inc. (ABMPI)

AV TransWorks Limited (AVTL)

Aditya Birla Minacs Worldwide Inc. (ABMWI)

Aditya Birla Minacs BPO Limited (ABMBL)

Minacs Worldwide SA de CV (MWSC)

The Minacs Group (USA) Inc. (MGI)

Bureau of Collections Recovery, LLC (BCR)

Bureau of Collections Recovery (BCR) Inc. (upto February 20, 2014)

Minacs Limited (ML)

Minacs Worldwide GmbH (MWGH)

Minacs Kft.

Aditya Vikram Global Trading House Limited (AVGTHL)

Birla Sun Life Insurance Company Limited (BSLICL)

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)

Birla Sun Life Asset Management Company Limited (BSAMC) (Joint Venture of ABFSPL) (Upto October 10, 2012)

Birla Sun Life Trustee Company Private Limited (BSTPL) (Joint Venture of ABFSPL) (Upto October 10, 2012)

ASSOCIATESBirla Securities Limited (BSL)

Key Management PersonnelDr. Rakesh Jain – Managing Director

Mr. Pranab Barua – Whole-time Director (upto May 15, 2012)

Mr. Sushil Agarwal – Whole-time Director

Mr. Lalit Naik – Deputy Managing Director (w.e.f. January 01, 2013)

Relatives of Key Management PersonnelMrs. Anita Agarwal (Wife of Mr. Sushil Agarwal)


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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 Crore

Transaction/Nature of Relationship Subsidiaries Joint Associates Key Relatives of Grand TotalVentures Management Key

Personnel ManagementPersonnel

Purchase of GoodsMGLRCL 0.03 — — — — 0.03

— — — — — —

TOTAL 0.03 — — — — 0.03— — — — — —

Information Technology CostABMWL 1.74 — — — — 1.74

(1.19) — — — — (1.19)

TOTAL 1.74 — — — — 1.74(1.19) — — — — (1.19)

Advertisement and Sales Promotion ExpensesPFRL 6.32 — — — — 6.32

— — — — — —

TOTAL 6.32 — — — — 6.32— — — — — —

Other ExpensesBSLICL 0.59 — — — — 0.59

(0.50) — — — — (0.50)

IDEA — 3.16 — — — 3.16— (2.83) — — — (2.83)

Mrs. Anita Agarwal — — — — — —— — — — (0.03) (0.03)

TOTAL 0.59 3.16 — — — 3.75(0.50) (2.83) — — (0.03) (3.36)

Sales of GoodsPFRL 121.59 — — — — 121.59

(5.81) — — — — (5.81)

MGLRCL 123.38 — — — — 123.38(165.82) — — — — (165.82)

ABIB — — — — — —(0.02) — — — — (0.02)

TOTAL 244.97 — — — — 244.97(171.65) — — — — (171.65)

Interest ReceivedABNL Inv 0.21 — — — — 0.21

(1.84) — — — — (1.84)

ABCSPL 0.34 — — — — 0.34(0.06) — — — — (0.06)

ABMWL 8.03 — — — — 8.03(2.52) — — — — (2.52)

ABFL 0.05 — — — — 0.05(1.46) — — — — (1.46)

MGLRCL 0.65 — — — — 0.65— — — — — —

PFRL 0.40 — — — — 0.40(0.09) — — — — (0.09)

ITSL 0.01 — — — — 0.01(0.02) — — — — (0.02)

IT&ITES 0.06 — — — — 0.06— — — — — —

TOTAL 9.75 — — — — 9.75(5.99) — — — — (5.99)

Dividend ReceivedBSLICL 87.45 — — — — 87.45

(145.74) — — — — (145.74)

PFRL — — — — — —(0.12) — — — — (0.12)

IDEA — 25.13 — — — 25.13— — — — — —

TOTAL 87.45 25.13 — — — 112.58(145.86) — — — — (145.86)


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Other IncomeMGLRCL 0.12 — — — — 0.12

(0.12) — — — — (0.12)

IDEA — ß — — — ß— (0.01) — — — (0.01)

TOTAL 0.12 ß — — — ß(0.12) (0.01) — — — (0.13)

Receipt against Reimbursement of Revenue/Capital ExpenditurePFRL 4.03 — — — — 4.03

(0.07) — — — — (0.07)

ABMWL 0.04 — — — — 0.04— — — — — —

ABFL 0.04 — — — — 0.04— — — — — —

MGLRCL 0.12 — — — — 0.12(1.17) — — — — (1.17)

ABNL Inv 0.01 — — — — 0.01— — — — — —

IT&ITES 0.09 — — — — 0.09— — — — — —

SMFP ß — — — — ß— — — — — —

IDEA — — — — — —— (0.02) — — — (0.02)

TOTAL 4.33 — — — — 4.33(1.24) (0.02) — — — (1.26)

Payment for Reimbursement of ExpensesPFRL 4.72 — — — — 4.72

— — — — — —

ABFL 0.03 — — — — 0.03— — — — — —

TOTAL 4.75 — — — — 4.75— — — — — —

Purchase of Fixed AssetsMGLRCL 0.04 — — — — 0.04

— — — — — —

ABFSPL — — — — — —(0.04) — — — — (0.04)

TOTAL 0.04 — — — — 0.04(0.04) — — — — (0.04)

Sale of Fixed AssetsABFL 0.08 — — — — 0.08

— — — — — —

PFRL 0.38 — — — — 0.38— — — — — —

TOTAL 0.46 — — — — 0.46— — — — — —

Interest ExpensesBSLICL 0.21 — — — — 0.21

(2.58) — — — — (2.58)

MGLRCL — — — — — —(0.70) — — — — (0.70)

ABFL — — — — — —(0.09) — — — — (0.09)

ABNL Inv — — — — — —(0.07) — — — — (0.07)

TOTAL 0.21 — — — — 0.21(3.44) — — — — (3.44)

` in Crore




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Managerial Remuneration Paid *Dr. Rakesh Jain — — — 6.88 — 6.88

— — — (6.49) — (6.49)

Mr. Pranab Barua — — — — — —— — — (0.96) — (0.96)

Mr. Sushil Agarwal — — — 2.27 — 2.27— — — (2.07) — (2.07)

Mr. Lalit Naik — — — 3.22 — 3.22— — — (0.55) — (0.55)

TOTAL — — — 12.37 — 12.37— — — (10.07) — (10.07)

Fresh Investment MadeITSL 1,112.58 — — — — 1,112.58

(70.07) — — — — (70.07)

ABFSPL 607.01 — — — — 607.01(280.00) — — — — (280.00)

MGLRCL — — — — — —(353.00) — — — — (353.00)

IT&ITES 454.65 — — — — 454.65(0.05) — — — — (0.05)

TOTAL 2,174.24 — — — — 2,174.24(703.12) — — — — (703.12)

Sale of InvestmentITSL — — — — — —

(0.50) — — — — (0.50)

ABFL — — — — — —(0.43) — — — — (0.43)

IT&ITES — — — — — —(443.52) — — — — (443.52)

TOTAL — — — — — —(444.45) — — — — (444.45)

Buy-Back of InvestmentsBSLI 207.20 — — — — 207.20

— — — — — —

TOTAL 207.20 — — — — 207.20— — — — — —

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

(95.44) — — — — (95.44)

ABMWL 544.75 — — — — 544.75(97.41) — — — — (97.41)

ABFL 100.00 — — — — 100.00(920.00) — — — — (920.00)

PFRL 89.98 — — — — 89.98(8.15) — — — — (8.15)

MGLRCL 15.35 — — — — 15.35(7.50) — — — — (7.50)

ITSL 2.04 — — — — 2.04(801.40) — — — — (801.40)

ABCSPL 25.80 — — — — 25.80(23.90) — — — — (23.90)

ABMIAS 3.24 — — — — 3.24— — — — — —

IT&ITES 1.38 — — — — 1.38— — — — — —

TOTAL 784.41 — — — — 784.41(1,953.80) — — — — (1,953.80)

` in Crore




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Deposit Paid, Received BackMrs. Anita Agarwal — — — — — —

— — — — (4.60) (4.60)

TOTAL — — — — — —— — — — (4.60) (4.60)

Deposit RepaidITSL — — — — — —

(1.25) — — — — (1.25)

ABHFL — — — — — —(1.25) — — — — (1.25)

TOTAL — — — — — —(2.50) — — — — (2.50)

Loans Granted Received Back (including Inter-Corporate Deposits)ABNL Inv 3.77 — — — — 3.77

(146.13) — — — — (146.13)

ITSL 1.82 — — — — 1.82(801.40) — — — — (801.40)

ABMWL 65.00 — — — — 65.00(105.91) — — — — (105.91)

ABFL 100.00 — — — — 100.00(957.00) — — — — (957.00)

PFRL 96.47 — — — — 96.47(1.67) — — — — (1.67)

MGLRCL 5.25 — — — — 5.25(157.90) — — — — (157.90)

ABCSPL 21.00 — — — — 21.00(16.05) — — — — (16.05)

ABMIASL — — — — — —(3.24) — — — — (3.24)

TOTAL 293.31 — — — — 293.31(2,189.30) — — — — (2,189.30)

Loans Taken (including Inter-Corporate Deposits)BSLICL — — — — — —

(25.00) — — — — (25.00)

ABNL Inv — — — — — —(10.00) — — — — (10.00)

ABFL — — — — — —(25.00) — — — — (25.00)

MGLRCL — — — — — —(59.00) — — — — (59.00)

TOTAL — — — — — —(119.00) — — — — (119.00)

Loans Repaid (including Inter-Corporate Deposits)BSLICL — — — — — —

(25.00) — — — — (25.00)

ABNL Inv — — — — — —(10.00) — — — — (10.00)

ABFL — — — — — —(25.00) — — — — (25.00)

MGLRCL — — — — — —(59.00) — — — — (59.00)

TOTAL — — — — — —(119.00) — — — — (119.00)

` in Crore




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Guarantees Given During the YearMGLRCL — — — — — —

(5.00) — — — — (5.00)

IT&ITES — — — — — —(250.00) — — — — (250.00)

MGI 10.27 — — — — 10.27— — — — — —

ABMWI — — — — — —(135.30) — — — — (135.30)

ITSL 125.00 — — — — 125.00(800.00) — — — — (800.00)

TOTAL 135.27 — — — — 135.27(1,190.30) — — — — (1,190.30)

Outstanding Balances as on 31st MarchLoan Granted Outstanding Balances 552.92 — — — — 552.92

(61.82) — — — — (61.82)

Debentures Held By — — — — — —(25.00) — — — — (25.00)

Interest Accrued on Loans Granted 1.77 — — — — 1.77— — — — — —

Amount Receivable 77.13 — — — — 77.13(22.71) (0.01) — — — (22.72)

Amounts Payable 0.17 0.22 — — — 0.39(1.45) (0.06) — — — (1.51)

Performance Guarantees Outstanding For 12.10 — — — — 12.10(106.86) — — — — (106.86)

Corporate Guarantees Outstanding For 705.53 — — — — 705.53(1,928.79) — — — — (1,928.79)

Investments Outstanding 5,393.18 2,355.81 0.01 — — 7,749.00

(3,281.85) (2,355.81) (0.01) — — (5,637.67)

— 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 Crore

*Remuneration to Key Personnel Current Year Previous YearSalary and Perquisites 10.87 9.27

ESOP 0.40 0.09


12.37 10.07

— 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.

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NOTE: 43STATEMENT 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, 2014 31st March, 2013Currency and Interest Rate Swap USD Buy 126,000,000 135,000,000 Hedging of Loan

Currency and Interest Rate Swap JPY Buy 2,947,300,000 5,791,700,000 Hedging of Loan

Forward Contracts USD Buy 69,300,213 401,254,886 Hedging Purpose

Sell 10,298,931 16,117,500

Forward Contracts EUR Buy 10,318,734 18,651,896 Hedging Purpose

Sell 6,453,514 4,525,422

Forward Contracts GBP Sell 1,224,394 1,156,740 Hedging Purpose

Forward Contracts JPY Sell 45,070,000 — Hedging Purpose

Forward Contracts andInterest Rate Swap USD Buy 10,000,000 15,000,000 Hedging of Loan

(b) Foreign Currency Exposure which are not hedgedAs at 31st March, 2014Particulars Currency Foreign Currency ` in Crore

Trade Receivables USD 3,796,483 22.82

EUR 14,452 0.12

GBP 778,195 7.77

Loans and Advances USD 26,730 0.16

EUR 199 ß

Other Current Liabilities USD 1,658,184 9.97

EUR 57,866 0.48

GBP 17,835 0.18

Borrowings USD 690,432 4.15

EUR 295 ß

GBP 16,569 0.17

Trade Payables USD 7,713,933 46.36

EUR 1,549,790 12.80

GBP 54,233 0.54

JPY 779,300 0.05As at 31st March, 2013

Particulars Currency Foreign Currency ` in Crore


EUR 1,146,566 7.97

GBP 75,042 0.62


EUR 525 ß

JPY 191,000 0.01


EUR 133,550 0.93

GBP 6,735 0.06

Borrowings USD 5,079,000 27.62

EUR 931,000 6.47



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NOTE: 44OTHER SIGNIFICANT NOTES

(i) The Board of Directors of the Company has approved allotment of 98.20 Lakh Equity Shares of ` 10 each at a premium of` 900.86 each on 8th November, 2013, against warrant allotted on a preferential basis to the promoter and promoter groupcompany. The Company has received an amount of ` 670.84 Crore (excluding receipt of ` 223.62 Crore received on allotmentof warrant) on exercise of warrants. The receipt from the preferential allotment of the warrants has been fully utilised.

(ii) The Company has presented segment information in its Consolidated Financial Statements, which are part of the same annualreport. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17), no disclosure related to thesegment are presented in the Standalone Financial Statements.

(iii) ABNL IT & ITeS Limited, a wholly owned subsidiary of the Company, at its meeting of the Board of Directors held on 30thJanuary, 2014, has approved the divestment of shares held by it in its IT-ITeS subsidiary, Aditya Birla Minacs WorldwideLimited, and has 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, have been completed. With this divestment,Aditya Birla Minacs Worldwide Limited and its subsidiaries ceased to be subsidiaries of Aditya Birla Nuvo Limited, with effectfrom 9th May, 2014.

(iv) Book Value of certain long-term unquoted investments aggregating to ` 1,546.59 Crore (Previous Year: ` 434.01 Crore) arelower than its cost.

Considering the strategic and long-term nature of the aforesaid investments and asset base and business plan of the investeecompanies, in the opinion of the management, the decline in the market/book value of the aforesaid investments is of temporarynature, requiring no provision.

(v) Figures of ` 50,000 or less have been denoted by ‘ß’.

(vi) Previous Year’s figures have been regrouped/rearranged, wherever necessary.







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CONSOLIDATEDFINANCIAL STATEMENTS

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To the Board of Directors of Aditya Birla Nuvo LimitedWe have audited the accompanying consolidated financial statements of Aditya Birla Nuvo Limited (‘the Company’),its subsidiaries, joint ventures and associate (together, ‘the Group’), which comprise the consolidated BalanceSheet as at March 31, 2014, and the consolidated Statement of Profit and Loss and the consolidated Cash FlowStatement for the year then ended collectively referred to as (‘Consolidated Financial Statements’), and a summaryof significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial StatementManagement is responsible for the preparation of these Consolidated Financial Statements that give a true and fairview of the consolidated financial position, consolidated financial performance and consolidated cash flows of theGroup in accordance with accounting principles generally accepted in India including applicable AccountingStandards notified under the Companies Act, 1956 (‘the Act’), read with General Circular 08/2014 dated April 4,2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the Consolidated Financial Statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountantsof India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theConsolidated Financial Statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparationand presentation of the Consolidated Financial Statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management, as well as evaluating theoverall presentation of the Consolidated Financial Statements. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion based on our audit and on consolidation of reports of other auditors on separate financial statementsand on the other financial information of the Components and to the best of our information and according to theexplanations given to us, the Consolidated Financial Statements give a true and fair view in conformity with theaccounting principles generally accepted in India:

(a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014;

(b) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of MatterThe auditors of Idea Cellular Limited (‘Idea’) a jointly controlled entity of the Company, without qualifying theiropinion on the Consolidated Financial Statements of Idea have drawn attention to:

Note no. 26(f) to the Consolidated 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 Ideabeyond 6.2 Mhz for the period from July 1, 2008 to December 31, 2012 amounting to the Group’s share of` 93.13 Crore and beyond 4.4 Mhz for the period from January 1, 2013 till the expiry of the license amounting to theGroup’s share of ` 440.10 Crore in the respective telecom service areas. In the opinion of Idea, inter-alia, the abovedemand amounts to alteration of financial terms of the licenses issued in the past. Idea therefore filed a petitionbefore the Hon’ble High Court of Bombay, which directed DoT, not to take any coercive action until the matter isfurther heard.

The financial impact of the above mentioned matter is dependent upon the outcome of the petition filed by Idea inthe Hon’ble High Court of Bombay and therefore no effect for the one time spectrum has been given in theseConsolidated Financial Statements.

INDEPENDENT AUDITORS’ REPORT ON THE

CONSOLIDATED FINANCIAL STATEMENTS

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Other Matters1. The auditors of Aditya Birla Minacs Worldwide Limited (‘ABMWL’), a subsidiary company, have reported in the

report of Consolidated Financial Statements (‘CFS’) of ABMWL, that they did not audit the financial statementof Aditya Birla Minacs Worldwide Inc. (Consolidated) (‘MWI’) and Aditya Birla Minacs Philippines, Inc. (‘MPI’),subsidiary companies of ABMWL, whose financial statements reflect total assets of ` 964.38 Crore as at March31, 2014 and total revenue of ` 2,585.43 Crore and net cash outflows amounting to ` 20.55 Crore for the yearthen ended. The financial statements and other financial information of MWI and MPI have been audited byother auditors as per the requirement of Canadian Generally Accepted Accounting Principles and PhilippinesGenerally Accepted Accounting Principles respectively and have been converted as per the requirements ofIndian Generally Accepted Accounting Principles (‘Indian GAAP’) by the management and said conversionprocess has been reviewed by auditors of ABMWL. Our opinion, in so far it relates to the amounts included inrespect of MWI and MPI is based solely on the report of auditors on CFS of ABMWL and their review of the saidconversion process followed by the management of ABMWL.

2. We did not audit total assets of ` 48,706.19 Crore as at March 31, 2014, total revenues of ` 15,523.95 Crore andnet cash inflows amounting to ̀ 9.78 Crore for the year then ended, included in the accompanying ConsolidatedFinancial Statements in respect of twenty eight subsidiaries, one joint venture and one associate whose financialstatements and other financial information have not been jointly audited by us. These have been audited eithersingly by one of us or by one of us jointly with others or by other auditors, whose reports have been furnishedto us and in our opinion, in so far as it relates to the amounts included in respect of these entities, are basedsolely on the report of those respective auditors.

3. We did not audit total assets of ` 0.83 Crore as at March 31, 2014, total revenues of ` 0.02 Crore and net cashoutflows amounting to ` 0.06 Crore for the year then ended, included in the accompanying ConsolidatedFinancial Statements in respect of a subsidiary whose financial statements and other financial information havebeen certified by the management and in our opinion, in so far as it relates to the amounts included in respectof the subsidiary, are based solely on these management certified financial statements.

4. The auditors of Birla Sun Life Insurance Company Limited (‘BSLI’), a subsidiary company, have reported thatthe 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 theappointed actuary. The appointed actuary has certified to BSLI that the assumptions for such valuation are inaccordance 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 appointedactuary’s certificate in this regard for forming their opinion on the valuation of liabilities for life policies in forceand for policies in respect of which premium has been discontinued but liability exists on financial statementsof BSLI. Further, BSLI auditors have relied on the certificate from the appointed actuary for current and non-current classification of policy liabilities.

For and on behalf of For and on behalf ofKHIMJI KUNVERJI & CO. S.R. BATLIBOI & CO. LLPChartered Accountants Chartered AccountantsICAI Firm Registration No. 105146W ICAI Firm Registration No. 301003E

Per Shivji K. Vikamsey Per Vijay ManiarPartner PartnerMembership No. 2242 Membership No. 036738Mumbai MumbaiDate: May 20, 2014 Date: May 20, 2014

INDEPENDENT AUDITORS’ REPORT ON THE

CONSOLIDATED FINANCIAL STATEMENTS

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CONSOLIDATED BALANCE SHEETAS AT 31ST MARCH, 2014

` in Crore

As at As atNote No. 31st March, 2014 31st March, 2013

EQUITY AND LIABILITIES(A) Shareholders’ Funds

Share Capital 2A 130.18 120.31Reserves and Surplus 3 11,058.56 9,039.87Money Received against Share Warrants 40 (i) — 223.62

Sub-Total - (A) 11,188.74 9,383.80(B) Preference Shares Issued by Subsidiary and

Joint Venture Companies 2B 0.49 0.49(C) Minority Interest 778.12 940.43(D) Non-Current Liabilities

Long-term Borrowings 4A 11,895.61 8,887.01Deferred Tax Liabilities (Net) 5 552.23 449.54Other Long-term Liabilities 6A 565.13 505.72Long-term Provisions 7A 242.69 136.71Policyholders’ Fund 22,801.68 20,869.69Fund for Discontinued Policies 475.44 205.04Fund for Future Appropriations 18.49 66.77

Sub-Total - (D) 36,551.27 31,120.48(E) Current Liabilities

Short-term Borrowings 4B 6,534.25 7,166.69Trade Payables 3,091.16 3,159.45Other Current Liabilities 6B 4,285.69 4,622.20Short-term Provisions 7B 342.55 276.92Policyholders’ Fund 206.99 292.01Fund for Future Appropriations 54.84 142.80

Sub-Total - (E) 14,515.48 15,660.07TOTAL (A) + (B) + (C) + (D) + (E) 63,034.10 57,105.27

ASSETS(F) Non-Current Assets

Fixed AssetsTangible Assets 8A 7,642.57 7,897.17Intangible Assets 8B 7,123.55 7,044.07Capital Work-in-Progress 3,209.42 455.86Intangible Assets under Development 23.44 47.43

17,998.98 15,444.53Non-Current Investments

Investments of Life Insurance Business 9A 3,357.39 2,889.36Other Investments 10A 478.17 448.41

Assets Held to Cover Linked Liabilities of Life Insurance Business 11A 16,999.88 16,215.71Deferred Tax Assets (Net) 5 48.02 21.25Long-term Loans and Advances 12A 6,526.49 4,687.72Other Non-Current Assets 13A 43.95 4.57

Sub-Total - (F) 45,452.88 39,711.55(G) Current Assets

Current InvestmentsInvestments of Life Insurance Business 9B 772.54 702.79Other Investments 10B 663.48 2,166.85

Assets Held to Cover Linked Liabilities of Life Insurance Business 11B 3,634.55 3,121.36Inventories 14 1,542.22 1,815.03Trade Receivables 15 2,642.69 3,358.56Cash and Bank Balances 16 718.62 830.41Short-term Loans and Advances 12B 6,849.59 4,703.99Other Current Assets 13B 757.53 694.73

Sub-Total - (G) 17,581.22 17,393.72TOTAL (F) + (G) 63,034.10 57,105.27



As per our attached Report of even date

For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. LLPICAI Firm Registration No. 105146W ICAI Firm Registration No. 301003EChartered Accountants Chartered Accountants

Per SHIVJI K. VIKAMSEY Per VIJAY MANIAR

Partner PartnerMembership No. 2242 Membership No. 36738

Mumbai, May 20, 2014

For and on behalf of the Board of Directors

DR. RAKESH JAIN TARJANI VAKILManaging Director P. MURARI

B.R. GUPTASUSHIL AGARWAL DirectorsWhole-time Director & CFO

HUTOKSHI WADIAVice President & Company Secretary


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CONSOLIDATED STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2014

` in Crore

Year Ended Year EndedNote No. 31st March, 2014 31st March, 2013

Revenue from Operations 17 26,111.94 26,003.67Less: Excise Duty (218.55) (513.47)

Net Revenue from Operations 25,893.39 25,490.20Other Income 18 338.86 360.62

Total Revenue 26,232.25 25,850.82ExpensesCost of Materials Consumed 19 2,944.12 4,327.50Purchase of Stock-in-Trade 2,183.99 2,486.96Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (226.68) (41.52)Employee Benefits Expenses 21 3,895.38 3,419.11Benefits Paid (Life Insurance Business) 3,665.50 3,658.64Change in Valuation of Liability in respect ofLife Insurance Policies in Force 22 (343.08) (323.98)Other Expenses 23 9,175.95 8,181.79

Total Expenses 21,295.18 21,708.50

Profit Before Depreciation/Amortisation,Interest and Tax (PBDIT) 4,937.07 4,142.32Depreciation and Amortisation Expenses 24 1,608.86 1,295.49Finance Cost 25 1,561.33 1,321.16

Profit Before Exceptional Item and Tax 1,766.88 1,525.67Exceptional Items 28 5.42 —

Profit Before Tax 1,772.30 1,525.67Tax Expenses

— Current Tax 546.34 298.80— MAT Credit (34.76) (69.50)— Short/(Excess) Provision for Tax of Earlier Years (Net) 1.94 (0.60)— Deferred Tax 36.98 113.08

Profit Before Minority Interest 1,221.80 1,183.89Minority Interest 78.92 125.00

Profit for the Year 1,142.88 1,058.89Profit Before Tax from Continuing Operations 1,734.53 1,421.30Tax Expense of Continuing Operations 586.54 367.70

Profit from Continuing Operations Before Minority Interest (A) 1,147.99 1,053.60Profit Before Tax from Ordinary Activities of Discontinued Operations 13.71 104.37Profit Before Tax from Sale of Assets Attributable to Discontinued Operations 24.06 —Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations 4.66 (25.92)Tax Expense/(Credit) from Sale of Assets Attributable to Discontinued Operations (40.70) —

Profit from Discontinued Operations Before Minority Interest (B) 32 73.81 130.29Profit Before Minority Interest (A) + (B) 1,221.80 1,183.89Minority Interest 78.92 125.00

Profit for the Year 1,142.88 1,058.89

Basic Earnings Per Share (`) 92.08 93.18Diluted Earnings Per Share (`)

2991.12 91.50

(Face Value of ` 10/- each)










B.R. GUPTASUSHIL AGARWAL DirectorsWhole-time Director & CFO



}

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CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2014

` in Crore


A CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 1,772.30 1,525.67Adjustments for:

Exceptional Items (Refer Note: 28) (5.42) —

Depreciation and Amortisation Expenses 1,608.86 1,295.49

Change in Valuation of Liability in respect ofLife Insurance Policies in Force (343.08) (323.98)

Diminution/(Reversal of Diminution)

in Value of Fertiliser Bonds 0.63 (0.61)

Bad Debts and Provision for Bad and DoubtfulDebts and Advances including ContingencyProvision for Standard Assets of NBFC 101.07 54.89

Expense on Employee Stock Options Scheme 2.91 (4.05)

Expense on Employee Stock Appreciation Rights 0.49 —

Unrealised (Gain)/Loss on Foreign Exchange 13.34 (3.39)

Finance Cost 819.67 865.06

Interest Income (70.29) (113.06)

(Profit)/Loss on Fixed Assets Sold (2.12) 12.47

(Gain)/Loss on Sale of Investments (53.11) (36.92)

Dividend Income (15.69) (10.94)

Demerger Expenses Paid (Refer Note: 39) — (9.10)

2,057.26 1,725.86

OPERATING PROFIT BEFORE WORKINGCAPITAL CHANGES 3,829.56 3,251.53Adjustments for:

Decrease/(Increase) in Trade Receivables 167.22 (1,153.41)

Decrease/(Increase) in Loans and Advances (4,063.01) (3,667.37)

Decrease/(Increase) in Other Assets (115.05) (132.38)

Decrease/(Increase) in Inventories (273.98) (107.66)

Decrease/(Increase) in Investment ofLife Insurance Policyholders 447.61 472.45

Increase/(Decrease) in Trade Payables 233.36 460.17

Increase/(Decrease) in Other Liabilities 268.22 188.31

Increase/(Decrease) in Provisions 83.06 (3,252.57) 22.39 (3,917.50)

CASH GENERATED FROM OPERATIONS 576.99 (665.97)Income Taxes Refund/(Paid) (529.37) (327.73)

NET CASH (USED IN)/FROM OPERATING ACTIVITIES 47.62 (993.70)B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (4,427.50) (1,660.86)

Sale of Fixed Assets 34.59 23.68

Acquisition of Additional Shares/Investment inSubsidiary (Net of Cash) (291.41) (11.03)

Sale of Carbon Black Business(Net of Cash and Cash Equivalents) 314.72 —

Purchase of Long-term Investments (105.36) (407.82)

Sale of Long-term Investments 75.00 65.98

Sale/(Purchase) of Current Investments (Net) 1,598.25 (2,194.18)

Inter-Corporate Deposit – Received Back 2.00 74.46

Interest Received 73.12 120.25

(Increase)/Decrease in Other Bank Deposits(Original Maturity more than three months) 84.44 267.65

Dividend Received from Long-term Investment 4.69 5.20

Dividend Received from Current Investment 11.00 5.74

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (2,626.46) (3,710.93)

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CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2014

` in Crore


C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Shares(including Securities Premium) 681.56 610.99

Proceeds from Issue of Share Warrants — 223.62

Repayment of Borrowings (1,343.52) (3,385.44)

Proceeds from Borrowings 4,202.59 7,948.73

Buy-Back of Shares by Subsidiary from Minority Shareholders (72.80) —

Dividend Paid by the Company (78.16) (68.12)

Dividend Paid by Subsidiaries to Minority Shareholders (33.00) (53.44)

Dividend Distribution Tax Paid by Subsidiaries/Joint Ventures (28.70) (39.03)

Interest Paid (776.98) (855.74)

NET CASH (USED IN)/FROM FINANCING ACTIVITIES 2,550.99 4,381.57Foreign Exchange Difference on Translation ofForeign Currency Cash and Cash Equivalents 0.61 1.63

NET INCREASE/(DECREASE) IN CASH ANDCASH EQUIVALENTS (27.24) (321.43)

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 693.78 1,012.00

CASH AND CASH EQUIVALENTS(CASH TAKEN OVER ON DEMERGER) — 3.21

CASH AND CASH EQUIVALENTS (CLOSING BALANCE)(Refer Note: 16) 666.54 693.78

For Significant Accounting Policies Refer Note: 1



For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. LLP

ICAI Firm Registration No. 105146W ICAI Firm Registration No. 301003EChartered Accountants Chartered Accountants

Per SHIVJI K. VIKAMSEY Per VIJAY MANIARPartner PartnerMembership No. 2242 Membership No. 36738



DR. RAKESH JAIN TARJANI VAKIL

Managing Director P. MURARIB.R. GUPTA

SUSHIL AGARWAL DirectorsWhole-time Director & CFO



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NOTE: 1

SIGNIFICANT ACCOUNTING POLICIES

I. BASIS OF PREPARATION

The Consolidated Financial Statements (CFS) comprise the financial statement of Aditya Birla Nuvo Ltd. (“Company”) andits Subsidiaries, Joint Ventures and Associate (hereinafter referred to as “Group Companies” and together as “Group”).TheCFS 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 by the Companies Accounting Standard Rules, 2006 (as amended), and the relevant provisions of the CompaniesAct, 1956, read with General Circular 8/2014 dated April 4, 2014, issued by the Ministry of Corporate Affairs to the extentapplicable, 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), asapplicable to NBFC. The accounting policies have been consistently applied by the Group and are consistent with thoseused in the previous year.

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 Revised Schedule VI of the Companies Act, 1956. Based on the nature of products and the timebetween the acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertainedits operating cycle as upto twelve months for the purpose of current/non-current classification of assets and liabilities.

II. USE OF ESTIMATES

The preparation of Consolidated Financial Statements in conformity with Indian GAAP requires the management to makejudgements, estimates and assumption that affect reported amounts of revenues, expenses, assets and liabilities anddisclosure of contingent liabilities, at the date of the financial statements and the results of operations during the reportingperiod end. Although, these estimates are based on the management’s best knowledge of current events and actions,

uncertainty about these judgements, assumptions and estimates could result in the outcomes requiring a material adjustmentto the carrying amounts of assets or liabilities in future periods.

III. PRINCIPLES OF CONSOLIDATION

The financial statements are prepared in accordance with the principles and procedures required for the preparation andpresentation of Consolidated Financial Statements as laid down under the Accounting Standard (AS)-21 – “ConsolidatedFinancial Statements”. The Consolidated Financial Statements are prepared by applying uniform accounting policies in useat the Group.

Investments in Associate Companies have been accounted under the equity method as per AS-23 – “Accounting forInvestments in Associates in Consolidated Financial Statements”.

Interests in Joint Ventures have been accounted by using the proportionate consolidation method as per AS-27 – “FinancialReporting 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/CapitalReserve.

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.

IV. TANGIBLE FIXED ASSETS AND DEPRECIATION

Tangible 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.

Depreciation on Tangible Fixed Assets is provided on Straight Line Method at the rates and in the manner prescribed underSchedule XIV of the Companies Act, 1956, or as per the useful lives of the assets estimated by the management. In case,depreciation is provided based on the estimate useful life the same is always higher than the Schedule XIV rates.

NOTES FORMING PART OFCONSOLIDATED FINANCIAL STATEMENTS

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Office Computers & Electronic Equipment 2 to 7 years

Vehicles 4 to 10 years

Assets at Showrooms (excluding Asset of Pantaloons Format) 5 years

Furniture & Fixtures and Other Office Equipment 2 to 15 years

Leasehold Land/Improvements Over the useful life or lease period, whichever is less

Catalyst (Included in Plant & Machinery) On the estimated life as technically assessed(ranging from 1.5 to 3 years)

Buildings 9 to 58 years

Plant & Equipment 3 to 20 years

Network Equipment 7 to 20 years

Optical Fibre 15 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, depreciation

is charged from the date the project is ready to commence commercial production to the Statement of Profit and Loss.

“Continuous process plants” are classified based on technical assessment, and depreciation is provided accordingly.

Asset Retirement Obligation in Telecom Business is capitalised based on a constructive obligation as a result of pastevents, when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of theamount can be made. Such costs are depreciated over the remaining useful life of the assets.

V. INTANGIBLE ASSETS AND AMORTISATION

Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, ifany. 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 & License Fees and Bandwidth Over the period of license

Client Acquisition Cost 2 to 5 years

Investment Management Rights Over the 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.

VI. PRE-OPERATIVE EXPENDITURE

Expenditures during construction period incurred on projects under implementation are treated as Pre-operative Expenses,and pending allocations to the assets are included under “Capital Work-in-Progress”. These expenses are apportioned to

fixed assets on commencement of commercial production.

VII. 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 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.


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VIII. 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.

IX. 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 exchange differencearising on translation/settlement of long-term foreign currency items from 1st April, 2011, the Group has adopted the followingpolicies:

(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 Translation DifferenceAccount, 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.

Translation of foreign subsidiary is done in accordance with AS-11 (Revised) – “The Effects of Changes in Foreign ExchangeRates”. In the case of subsidiaries, the operation of which are considered as integral, the Balance Sheet items have beentranslated at closing rate except share capital and fixed assets, which have been translated at the transaction date. Theincome 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 theclosing 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 isrecognised under Foreign Currency Translation Reserve.

X. 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 Group enters into forward contracts to hedge the foreign currency risk of firm commitments and highly probable forecasttransactions and designates such forward contracts as cash flow hedge by applying the principles set out in the AccountingStandard-30 – Financial Instruments: Recognition and Measurement. All such forward contracts are used as risk managementtools 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

transaction will no longer occur the hedge accounting is discontinued, and the fair value changes arising from the forwardcontracts 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 tohedge risks associated with foreign currency fluctuations and interest rate. As per ICAI announcement regarding accountingfor 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 afterconsidering the offsetting effect on the underlying hedged item is charged to the income statement. Net gains are ignored.

XI. 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 includes acquisition charges such as brokerage, stampduty, taxes, etc., but excludes pre-acquisition interest, i.e. (from the previous coupon date to the transaction settlementdate), if any, on purchase. If an investment is acquired in exchange of another asset, the acquisition is determined byreference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is moreclearly evident.

Current investments are stated at lower of cost and net realisable value. Long-term investments are stated at cost afterdeducting provisions made, if any, for other than temporary diminution in the value.


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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 atamortised cost.

(b) Policyholders’ linked funds:

All debt securities, including government securities, are valued using CRISIL Bond Valuer/CRISIL GiltPrices, as applicable.

(ii) Equity Shares

Listed equity shares are valued and stated at fair value, using the last quoted closing prices on the NationalStock Exchange (NSE), at the Balance Sheet date. If the equity shares are not traded on the NSE, then closingprices 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 policyduly approved by its Investment Committee.

(iii) Mutual Funds

Mutual fund units are valued at previous day’s Net Asset Value.

XII. INVENTORIES

Raw materials, components, stores and spares, and packing material are valued at lower of cost and net realisablevalue. However, these items are considered to be realisable at cost if the finished products, in which they will beused, 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. Finishedgoods 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.

CERs are valued at lower of cost and net realisable value. Cost includes consultant’s fee and the cash paymentmade under the second levy to the concerned authorities for obtaining the credit of CERs.

XIII. 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 respectiveTangible/Intangible Assets. Other capital grants in the nature of promoter’s contribution are credited to capital reserve.

XIV. REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and can bereliably measured.

Revenue from sale of products are recognised when the significant risks and rewards of ownership of the goodshave passed to the buyer. Sales of goods are recorded net of trade discounts, rebates, Sales Tax, Value Added Taxand 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 revenueis recognised on percentage of completion method and revenue from time and materials contract is recognised asthe 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 inturn sells the item to the customer and is accordingly included under retail sales.


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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 applicableinterest 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 suchpolicies 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 are considered as single premium and areunitised 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 chargesand other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of thepolicies and recognised when due.

Accretion of discount and amortisation of premium relating to debt securities is recognised over the remainingmaturity period on a straight line basis.

The realised gain/loss on debt securities held for linked business and on sale of equity shares/mutual fund units isthe difference between the net sale consideration and weighted-average cost.

Re-insurance premium ceded is accounted for at the time of recognition of the premium income in accordance withthe terms and conditions of the relevant treaties with the re-insurers. Impact on account of subsequent revisions toor 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 billcycle 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 contractualterms on straight line method over the contract period.

Income from Financial Services includes brokerage and fees on mutual fund units, bonds, fixed deposits, IPOsprivate 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 eachscheme. The fees charged are in accordance with the terms of Scheme Information Documents of respective schemesand are in line with the provisions of SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Advisoryand portfolio management fees are accounted on an accrual basis as per contractual terms with clients. Income ondiscounted 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 theexchanges. Trusteeship fee is recognised on an accrual basis, in accordance with the terms of the Trust Deed.

XV. 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 respectiveschemes when the associated units are cancelled. Re-insurance recoverable thereon is accounted for in the sameperiod as the related claim. Repudiated claims disputed before judicial authorities are provided for based on themanagement prudence considering the facts and evidences available in respect of such claims.

XVI. LICENSE FEES – REVENUE SHARE (TELECOM BUSINESS)

With effect from August 1, 1999, the variable License fee computed at prescribed rates of revenue share is beingcharged to the Statement of Profit and Loss in the period in which the related revenue arises. Revenue for thispurpose comprises adjusted gross revenue as per the license agreement of the license area to which the licensepertains.

XVII. SCHEME EXPENSES (ASSET MANAGEMENT BUSINESS)

Expenses relating to New Fund Offer are charged to the Statement of Profit and Loss. Expenses of schemes ofBirla Sun Life Mutual Fund in excess of the stipulated limits as per SEBI (Mutual Fund) Regulations, 1996, andexpenses incurred directly (inclusive of advertisement/brokerage of expenses) on behalf of the schemes of BirlaSun Life Mutual Fund are charged to the Statement of Profit and Loss in the year in which they are incurred. TrailCommission 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 prepaidexpenses, and such brokerage and commission are expensed out over three years in case of ELSS or duration ofclosed schemes or over the duration of the SIP. Any other brokerage/commission is expensed in the year in whichthey are incurred. Brokerage paid in advance in respect of Portfolio Management Business is amortised over thecontractual period.


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XVIII. DISTRIBUTION COSTS (PRIVATE EQUITY FUND)

Distribution costs incurred by the Group, in respect of Private Equity – Fund I and the Aditya Birla Private – SunriseFund, have been accrued over the Commitment Period and the extended Commitment Period of the Fund I and theSunrise Fund, respectively, as defined in the Fund’s Private Placement Memorandum.

XIX. 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 LinkedPolicies, 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 July2010, and are set aside in the Balance Sheet as per requirement of relevant regulations.

XX. RETIREMENT AND OTHER EMPLOYEE BENEFITS

(a) Defined Contribution Plan:

The Group makes defined contribution to Government Employee Provident Fund, Government Employee PensionFund, Employee Deposit Linked Insurance, ESI and Superannuation Scheme which are recognised in the Statement ofProfit 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 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 yields

at 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 Group. Theinterest 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, ifany, shall be made good by the Group. The Group’s liability is actuarially determined (using the Projected Unit CreditMethod) at the end of the year, and any shortfall in the Fund size maintained by the Trust set up by the Group isadditionally provided for. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in whichthey 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 the same is assessed on yearly basis.

XXI. EMPLOYEE STOCK OPTIONS

The stock options granted are accounted for as per the accounting treatment prescribed by Employee Stock Options

Scheme, Employee Stock Purchase Guidelines, 1999, issued by Securities and Exchange Board of India and the GuidanceNote on Accounting for Employee Share-based Payments, issued by the ICAI, whereby the intrinsic value of the option isrecognised as deferred employee compensation. The deferred employee compensation is charged to the Statement ofProfit and Loss on the straight-line basis over the vesting period of the option.

In respect of re-pricing of existing stock option, the incremental intrinsic value of the option is accounted as employee cost

over the remaining vesting period.

The deferred employee compensation is charged to the Statement of Profit and Loss on straight-line basis over the vestingperiod of the option. In case of forfeiture stock option, which is not vested, amortised portion is reversed by credit toemployee compensation expense. In a situation where the stock option expires unexercised, the related balance standing

to the credit of the employee’s Stock Options Outstanding Account are transferred to the General Reserve.

Stock Appreciation Rights (SARs) granted to employees under the Cash settled Employee Share-based Payment Plan isrecognised based on intrinsic value method. Intrinsic value of the SARs is determined as excess of closing market price onthe reporting date over the market price as on the date of grant of the unit and is charged as employee benefit over thevesting period in accordance with “Guidance Note on Accounting for Employee Share-based Payments” issued by the

Institute of Chartered Accountants of India.

XXII. 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 accordancewith the Income-tax Act, 1961, and tax laws prevailing in the respective tax jurisdictions the Group operates.


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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 and

laws 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 Group writes down thecarrying amount of a deferred tax asset to the extent that it is no longer reasonably certain that sufficient futuretaxable 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 ifthere is virtual certainty supported by convincing evidence that they can be realised against future taxable profit. Ateach Balance Sheet date the Group reassesses 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 companies in the Group will pay normal Income-tax during the specified period. In the year, in which the MAT creditbecomes eligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Noteissued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement ofProfit 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 tothe effect that Group will pay normal Income-tax during the specified period.

XXIII. 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.

XXIV. OPERATING LEASES

(i) As a Lessee:

Leases where significant portion of risk and reward of ownership are retained by the Lessor are classified asOperating Leases, and lease rentals thereon are charged to the Statement of Profit and Loss on a straight-linebasis over the lease term.

(ii) As a Lessor:

The Group has leased certain tangible assets and such leases, where the Group has substantially retained allthe risks and 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. Initialdirect costs are recognised in the Statement of Profit and Loss.

XXV. FINANCE LEASE

Leases, where substantially all the risks and benefits incidental to ownership of the leased item are retained by the Lessee,are classified as finance lease. The group 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 of

return. Finance charges are charged directly against income. Lease management fees, lease charges and other initialdirect costs are capitalised.

XXVI. CASH AND CASH EQUIVALENTS

Cash 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 anoriginal maturity of three months or less.


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XXVII. MEASUREMENT OF PROFIT BEFORE DEPRECIATION/AMORTISATION, INTEREST AND TAX (PBDIT)

As permitted by the Guidance Note on the Revised Schedule VI of the Companies Act, 1956, the Group has electedto present PBDIT as a separate line item on the face of the Statement of Profit and Loss. The Group measures PBDITon the basis of profit/loss from operations. In its measurement, the Group does not include depreciation andamortisation expense, finance costs and tax expense.

XXVIII.SEGMENT REPORTING

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the

Group.

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 different markets.The analysis of geographical segments is based on the areas in which major operating divisions of the Group operate.

Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments,which 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 (after

deducting 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 existing shareholders; share split; and reverseshare split (consolidation of shares) that have changed the number of equity shares outstanding, without a correspondingchange 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.

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 best estimate required to settle the obligationat the Balance Sheet date.

In case of NBFC Business, Non-performing loans are written off/provided for, as per the management estimates, subject tothe minimum 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 onMarch 31, 2014 March 31, 2013

SUBSIDIARIES

Aditya Birla Financial Services Private Limited (ABFSPL) India 100.00% 100.00%

Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSPL) India 100.00% 100.00%

Aditya Birla Customer Services Private Limited (ABCSPL) (Subsidiary of ABFSPL) India 100.00% 100.00%

Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSPL) India 100.00% 100.00%

Aditya Birla Money Limited (ABML) (Subsidiary of ABFSPL) 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 ABFSPL) India 100.00% 100.00%

Aditya Birla Finance Limited (ABFL) (Subsidiary of ABFSPL) India 100.00% 100.00%

Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFL) India 100.00% 100.00%

Aditya Birla Insurance Brokers Limited (ABIBL) (Subsidiary of ABFSPL) India 50.01% 50.01%

Aditya Birla Money Mart Limited (ABMML) (Subsidiary of ABFSPL) 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 ABFSPL, w.e.f. October 10, 2012) 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 (100% Subsidiary of BSAMC) Singapore 51.00% 51.00%

India Advantage Fund Limited* (Subsidiary of BSAMC) Mauritius 51.00% 51.00%

Birla Sun Life Trustee Company Private Limited (BSTPL)(Subsidiary of ABFSPL, w.e.f. October 10, 2012) India 50.85% 50.85%

Aditya Birla Housing Finance Limited (earlier known as LIL Investment Limited)(Subsidiary of ABFSPL, w.e.f. December 31, 2012, earlierSubsidiary of the Company) India 100.00% 100.00%

ABNL IT & ITES Ltd. (ABNLIT) (Subsidiary, w.e.f. February 23, 2013) India 100.00% 100.00%

Aditya Birla Minacs Worldwide Limited (ABMWL) (Subsidiary of ABNLIT,

w.e.f. March 23, 2013, earlier Subsidiary of the Company) India 99.85% 99.85%

Aditya Birla Minacs Philippines Inc. (ABMPI) (100% Subsidiary of ABMWL) Philippines 99.85% 99.85%

AV TransWorks Limited (AVTL) (100% Subsidiary of ABMWL) Canada 99.85% 99.85%

Aditya Birla Minacs Worldwide Inc. (ABMWI) (100% Subsidiary of AVTL) Canada 99.85% 99.85%

Aditya Birla Minacs BPO Ltd (ABMBL) (100% Subsidiary of ABMWI) U K 99.85% 99.85%

Aditya Birla Minacs BPO Private Limited (ABMBPL) (Subsidiary ofABNL IT & ITES Limited, w.e.f. January 24, 2014, earlier subsidiary of ABMWL) India 100.00% 99.85%

Minacs Worldwide SA de CV (MWSC) (100% Subsidiary of ABMWI) Mexico 99.85% 99.85%

The Minacs Group (USA) Inc. (MGI) (100% Subsidiary of ABMWI) USA 99.85% 99.85%

Bureau of Collections Recovery, LLC (BCR) (100% Subsidiary of MGI) USA 99.85% 99.85%

Bureau of Collections Recovery (BCR) Inc. (Subsidiary of ABMWI, uptoFebruary 20, 2014) Canada — 99.85%

Minacs Limited (ML) (100% Subsidiary of ABMWI) UK 99.85% 99.85%


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Minacs Worldwide GmbH (MWGH) (100% Subsidiary of ML) Germany 99.85% 99.85%

Minacs Kft. (100% Subsidiary of MWGH) Hungary 99.85% 99.85%

Aditya Vikram Global Trading House Limited (AVGTHL) Mauritius 100.00% 100.00%

Birla Sun Life Insurance Company Limited (BSLICL) India 74.00% 74.00%

ABNL Investment Limited (ABNL Inv.) India 100.00% 100.00%

Shaktiman Mega Food Park Private Limited India 94.00% 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 Fashion & Retail Limited (PFRL) (Earlier known asPeter England Fashions and Retail Limited) (Subsidiary of ITSL) India 67.95% 50.09%

JOINT VENTURES

Birla Sun Life Asset Management Company Limited (BSAMC)(Joint Venture of ABFSPL, upto October 9, 2012) India — —

Birla Sun Life Trustee Company Private Limited (BSTPL)(Joint Venture of ABFSPL, upto October 9, 2012) India — —

IDEA Cellular Limited (IDEA) India 25.23% 25.27%

ASSOCIATES

Birla Securities Limited (BSL) India 50.00% 50.00%

* India Advantage Fund Limited (IAFL), wholly owned Subsidiary of Birla Sun Life Asset Management Company Limited, is acollective investment scheme set-up as a fund in Mauritius with the status of a limited company under the Mauritius CompaniesAct. In terms of constitution and private placement memorandum, IAFL has classes of redeemable participating shares. Eachclass of participating shares has its own Balance Sheet and Statement of Profit and Loss. The Profit/Loss of each such classbelongs 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 variousclasses nor is required to make good any shortfall. In substance, there are no direct or indirect economic benefits received by themanagement shareholders. The substance over form must prevail. Accordingly, the Group has not consolidated IAFL in the

Consolidated Financial Statements.

Country of Proportion of Proportion ofIncorporation Ownership Ownership

Interest as on Interest as onMarch 31, 2014 March 31, 2013


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As at As atNOTE: 2A Numbers 31st March, 2014 31st March, 2013SHARE 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 130,126,295 130.13 120.25

(120,254,529)

130.13 120.25

Subscribed and Paid-up:EQUITY SHARE CAPITALEquity Shares of ` 10/- each, fully paid-up 130,084,972 130.08 120.21

(120,213,187)

130.08 120.21Issued, Subscribed and Paid-up:PREFERENCE SHARE CAPITAL6% Redeemable Cumulative Preference Shares of` 100/- each, fully paid-up 10,000 0.10 0.10

(10,000)

0.10 0.10

130.18 120.31

1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period

Sr. Description As at 31st March, 2014 As at 31st March, 2013No. Equity Preference Equity Preference

Shares Shares Shares Shares

1. No. of Shares Outstanding at the beginning ofthe period 120,213,187 10,000 113,515,242 10,000

2. Allotment of Rights Shares kept in abeyanceon various dates 19 — 181 —

3. Allotment of Shares on exercise of option byemployee under ESOS-2006 51,766 — 17,764 —

4. Conversion of Warrants into Equity Shares bythe Promoter Group 9,820,000 — 6,680,000 —

5. No. of Shares Outstanding at the end of

the period 130,084,972 10,000 120,213,187 10,000

2) Term/Right Attached to Equity SharesThe Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares isentitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by theBoard 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 sharesheld by the shareholders.

The Board of Directors has recommended Equity Dividend of ̀ 7.00 per share for the year ended 31st March, 2014 (PreviousYear: ` 6.50 per share). The total amount of dividend proposed to be distributed to Equity Shareholders would be ` 91.06Crore (Previous Years: ` 78.14 Crore).

3) Term of Conversion/Redemption of Preference SharesIn accordance with the Composite Scheme of Arrangement, 10,000 (Previous Year: 10,000) 6% Redeemable CumulativePreference Shares of ` 100/- each, fully paid-up, were issued to preference shareholders (other than the Company) ofPantaloons Fashion & Retail Limited.


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Preference shares carry cumulative dividend @6% p.a. The Company declares and pays dividend in Indian rupees. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

These preference shares are redeemable by the Company at any time after completion of one year and on or beforecompletion of five years from the 1st January, 2010, at the face value. In the event of liquidation of the Company beforeconversion/redemption of preference shares, the holders of Preference Shares will have priority over Equity Shares in the

payment of dividend and repayment of capital.

The Board of Directors has recommended Preference Dividend of ` 6.00 per share for the year ended, 31st March, 2014(Previous Year: ̀ 6.00 per share). The total amount of dividend proposed to be distributed to Preference Shareholders wouldbe ` 0.01 Crore (Previous Years: ` 0.01 Crore).

There are no arrears of Dividends relating to Preference Shares.

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 areas under:

i) Equity Shares


Shares Held Paid-up Equity Shares Held Paid-up EquityShare Capital Share Capital

1. IGH Holdings Private Limited 16,352,102 12.57% 9,132,102 7.60%

2. TGS Investment and Trade Private Limited 13,506,736 10.38% 13,506,736 11.24%

3. Umang Commercial Company Limited* 12,494,765 9.60% 1,669,642 1.39%

4. Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.84%

5. Hindalco Industries Limited 8,650,412 6.65% 8,650,412 7.20%

6. Life Insurance Corporation of India 7,759,191 5.96% 6,146,744 5.11%

7. Turquoise Investment & Finance Private Limited 6,441,092 4.95% 6,441,092 5.36%

8. Mangalam Services Limited* — — 7,546,111 6.28%

*During the year, Mangalam Services Limited merged with Umang Commercial Company Limited.

ii) Preference Shares


Shares Held Paid-up Shares Held Paid-upPreference Preference

Share Capital Share Capital1 Naman Finance and Investment Private Limited 5,000 50.00% 5,000 50.00%

2 Infocyber (India) Private Limited 5,000 50.00% 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 Options 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 cashor 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 206A of Companies Act, 1956, the issue of following equity shares are kept in abeyance.

Sr. Particulars No. of SharesNo. As at As at

31st March, 2014 31st March, 20131. Rights Issue (1994) 12,575 12,575

2. Bonus Share on Above 6,288 6,288

3. Rights Issue (2007) 22,460 22,479

9) 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.

10) 3,182,052 Equity Shares (Previous Year: 3,182,052) are represented by Global Depository Receipts.

11) During the last five years, preceding 31st March, 2014, there were 80 Bonus Shares (Previous Year: 420 Bonus Shares)issued out of shares kept in abeyance.

12) Figures in brackets represent the corresponding number of shares for Previous Year.


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NOTE: 2B

PREFERENCE SHARES ISSUED BY SUBSIDIARY ANDJOINT VENTURE COMPANIES

6% Redeemable Cumulative Preference Shares of ` 100/- each, fully paid-upof the Subsidiary Company 0.01 0.01

Compulsory Convertible Preference Shares of ` 10/- each, fully paid-upof the Subsidiary Company of Joint Venture Company 0.48 0.48

0.49 0.49

NOTE: 3

RESERVES AND SURPLUS

1) Capital Reserves 269.97 269.97

2) Capital Redemption Reserve 9.61 9.61

3) Securities Premium Account


Addition:

Conversion of Share Warrants 884.64 601.77

ESOP Exercised 8.79 6.09

Transfer from Stock Options Outstanding Account on Exercise of Options 3.61 3.81

Allotment of Rights Issue Shares ß 0.01

Cost of License impaired earlier and debited to Securities Premium Accountnow adjusted against new spectrum taken in auction by Joint Venture — 90.61

Deduction:

Stake Change in Joint Venture 3.62 3.57

6,092.02 5,198.604) Debenture Redemption Reserve

Opening Balance as per last audited Financial Statement 66.91 72.21

Addition:


Deduction:

Transfer to General Reserve on Redemption of Debentures 50.00 50.00

41.54 66.915) Share Options Outstanding Account


Addition:

Charge for the Year 2.91 (4.05)

Deduction:

Transfer to Securities Premium Account on Exercise of Options 3.61 3.81

Transfer to General Reserve on Lapse of Options 3.66 —

Stake Change in Joint Venture 0.01 0.01

8.55 12.92


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6) Other Reservesi) General Reserve


Addition:


Transfer from Debenture Redemption Reserve onRedemption of Debentures 50.00 50.00

Transfer from Business Restructuring Reserve — 4.26

Transfer from Share Options Outstanding Account on Lapse of Options 3.66 —

Reserve created on merger of certain companies with JV of Idea(Refer Note: 40 (iii) C)) 132.69 —

Transfer by Joint Venture of Joint Venture — 0.52

Deduction:

Demerger Expenses (Refer Note: 39) — 0.12

Minority Interest Adjustment of Demerger Expenses — (0.06)

Depreciation Charge on Fair Value Portion of Fixed Assets by JV of Idea 30.66 —

Group’s Share of Idea JV discrepancy in physical verification ofFixed Assets as per scheme 2.89 —

Stake Change in Joint Venture 0.02 —

Others — 0.74

3,640.62 2,986.44ii) Special Reserve(a)


Addition:


92.29 58.76

iii) Capital Fund(b) 0.02 0.02

iv) Credit/(Debit) Fair Value Change Account(c)

Opening Balance as per last audited Financial Statement ß ß

Addition During the Year 0.10 ß

0.10 ßv) Business Restructuring Reserve

Opening Balance as per last audited Financial Statement — 4.27

Deduction:

Transfer to General Reserve — 4.26

Stake Change in Joint Venture — 0.01

— —vi) Foreign Currency Translation Reserve


Addition During the Year 25.60 26.93

156.38 130.78vii) Hedging Reserve(d)

Opening Balance as per last audited Financial Statement (6.93) —

Addition:

Gain/(Loss) Recognised During the Year (Net) (49.81) 9.34

Deduction:

Gain/(Loss) Recycled During the Year (Net) (25.87) 16.27

Transfer on Sale of Carbon Black Business 0.26 —

(31.13) (6.93)Total Other Reserves 3,858.28 3,169.07

` in Crore



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7) Surplus/(Deficit) in the Statement of Profit and Loss

Opening Balance as per last audited Financial Statement 312.79 (298.69)

Addition:


Amount Transferred on Stake Change/Amalgamation of

Subsidiaries/Joint Ventures (0.76) (0.44)

Demerger Expenses (Refer Note: 39) — (8.98)

Minority Interest Adjustment of Demerger Expenses — 4.48

Less: Appropriations

Transfer to Debenture Redemption Reserve 24.63 44.70

Transfer to Special Reserve 33.53 20.50

Transfer to General Reserve 501.40 249.65

Corporate Tax on Interim Dividend 3.59 29.97

Proposed Dividend on

Equity 91.06 78.14


Equity Dividend Relating to Previous Period 0.07 —

Corporate Tax on Proposed Dividend 22.03 19.50

778.59 312.7911,058.56 9,039.87

(a) Special Reserve

Special Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the “RBI Act”). In termsof Section 45-IC of the RBI Act, a Non-banking Finance Company is required to transfer an amount not less than 20 percent of its net profit to a Reserve Fund before declaring any dividend. Appropriation from this Reserve Fund is permittedonly for the purposes specified by RBI.

(b) Capital Fund

Capital fund comprises an amount received, on a non-repatriable basis from the Sponsor, as a contribution to the BirlaSun Life Mutual Fund (‘the Fund’) in accordance with the terms of the Trust Deed, together with accretion thereon. Theamount is held by the Company in its fiduciary capacity as the trustee to the Fund and is intended to be utilised only forthe purposes of settlement of claims, if any, from the unit holders of the mutual fund schemes launched by the Fund.

(c) Credit/(Debit) Fair Value Change Account

Unrealised gain/loss due to changes in fair value of listed equity shares and mutual funds are taken to the Fair ValueChange Account for Shareholders’ Investments of Life Insurance Business.

(d) Hedging Reserve

For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts arerecognised in Hedging Reserve.

` in Crore



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NOTE: 4ALONG-TERM BORROWINGSSECUREDDebentures 1,220.33 1,759.86Rupee Term Loans from

Banks 4,802.76 2,775.48Others 266.97 393.94

Foreign Currency Loans fromBanks 399.14 564.08Others 1,288.68 1,225.77

Deferred Sales Tax Liabilities — 49.30Finance Lease Liabilities 8.05 8.11

7,985.93 6,776.54

UNSECUREDDebentures 955.00 905.00Rupee Term Loans from Others 2.86 4.38

Foreign Currency Loans from Banks 746.30 864.65Deferred Payment Liability towards Spectrum 2,205.52 336.44

3,909.68 2,110.47

11,895.61 8,887.01

NOTE: 4BSHORT-TERM BORROWINGSSECUREDLoan Repayable on Demand from Banks 2,465.15 1,211.68

2,465.15 1,211.68

UNSECUREDLoan Repayable on Demand from

Banks 844.16 2,048.26Others 9.54 1,345.66


Commercial Papers 3,215.40 2,561.09

4,069.10 5,955.01

6,534.25 7,166.69

NOTE: 5DEFERRED TAX LIABILITIESDeferred Tax Liabilities at the year end comprise timing differences on account of:

Depreciation 789.28 721.59Expenditure/Provisions Allowable on Payment Basis 33.31 8.39

822.59 729.98

DEFERRED TAX ASSETSDeferred Tax Assets at the year end comprise timing differences on account of:

Depreciation 3.09 2.24Expenditure/Provisions Allowable on Payment Basis 71.79 80.78Provision for Doubtful Debt and Advances 74.80 49.31Unabsorbed Depreciation and Carry Forward Losses 146.70 150.76Others 22.00 18.60

318.38 301.69

Net Deferred Tax Liabilities/(Assets) 504.21 428.29

Deferred Tax Presented in Balance SheetDeferred Tax Liabilities (Net) 552.23 449.54

Deferred Tax Assets (Net) 48.02 21.25

Net Deferred Tax Liabilities/(Assets) 504.21 428.29

Deferred Tax Assets in certain subsidiaries are recognised on losses and unabsorbed depreciation only to the extent of DeferredTax Liabilities in those subsidiaries.


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NOTE: 6AOTHER LONG-TERM LIABILITIESTrade Payables 73.15 61.79


Other Payables

Deposits 131.61 103.87


Income Received in Advance 75.36 74.57


Provisions for Premium on Redemption of Debentures — 15.95

Others 98.53 96.89

565.13 505.72

NOTE: 6BOTHER CURRENT LIABILITIESCurrent Maturities of Long-term Borrowings 2,109.53 2,589.61

Current Maturities of Finance Lease Obligations 0.81 0.97


Income Received in Advance 15.15 7.16

Investors’ Education and Protection Fund to be credited as and when Due

Unpaid Dividend 3.07 2.87

Unpaid Matured Deposits and Interest Accrued thereon 0.02 0.02



Other Payables


Book Overdraft 87.02 13.08


Statutory Dues 372.26 495.86

Margin Money from Customers 2.70 2.26

Deposits 79.99 83.57

Due to Life Insurance Policyholders 307.62 308.73

Provisions for Premium on Redemption of Debentures 47.09 65.05

Derivative Liability (Net) * 24.40 31.47

Others 132.82 93.56

4,285.69 4,622.20

*This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.

NOTE: 7ALONG-TERM PROVISIONSProvisions for:


Others

Contingent Provision on Standard Asset of Financing Activities 12.95 8.59

Provision for Doubtful Loans and Advances of Financing Activities 73.02 30.86

Other Long-term Provisions # 80.33 37.79

242.69 136.71


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NOTE: 7BSHORT-TERM PROVISIONSProvisions for:


Others

Taxation (Net of Advance Tax) 56.05 33.63

Proposed Dividend

Equity 91.06 78.14


Provision for Corporate Tax on Dividend

Equity 22.02 19.49


Contingent Provision on Standard Asset of Financing Activities 25.41 11.58

Other Short-term Provisions # 9.47 6.04

342.55 276.92

# Additional disclosure as per Accounting Standard-29 – “Provisions, Contingent Liabilities and Contingent Assets”

A. WarrantyOpening Balance 0.75 0.87

Arising During the Year 0.04 —

Unused Amounts Reversed (0.25) (0.12)


Short-term 0.54 0.75

Provision is recognised for expected warranty claims on products sold during the last two to 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 ProgrammeOpening Balance 5.29 —

Arising During the Year 23.26 16.63

Utilised (19.62) (11.34)


Short-term 8.93 5.29

Customer Relationship Management Loyalty Programme 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.

C. Asset Retirement ObligationOpening Balance 37.79 23.56

Arising During the Year 1.92 14.92

Change in Liability on Stake Change of Joint Venture (0.06) (0.04)

Addition pursuant to merger of subsidiary and certain companies in JV of IDEA 41.20 —

Utilised (0.52) (0.65)


Long-term 80.33 37.79

Asset Retirement Obligation provision is recognised for the costs to be incurred for the restoration of premises taken on leaseto install equipment, at the end of the lease period. It is expected that this provision will be utilised at the end of the leaseperiod of the respective sites as per the respective lease agreements.


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NOTE: 8ATANGIBLE ASSETS ` in Crore

Freehold Leasehold Freehold Leasehold Leasehold Plant & Furniture Office Vehicles Railway TOTALLand Land Buildings Buildings Improve- Equipment & Fixtures Equipment Sidings

ments

Gross BlockAs at 1st April, 2012 29.52 33.40 405.01 3.49 189.45 11,270.11 424.20 294.65 68.09 5.84 12,723.76

Additions 18.41 — 41.93 1.76 20.25 1,260.19 65.68 40.99 14.21 — 1,463.42Deletions — — 0.05 0.41 28.27 128.64 55.21 17.98 17.69 — 248.25Foreign ExchangeTranslation Difference — — — — 5.29 13.57 3.57 0.63 — — 23.06Addition/(Deletion) onStake Change/Divestment/Amalgamations — (0.01) (0.06) — 123.44 (12.81) 317.33 246.25 4.14 — 678.28

As at 31st March, 2013 47.93 33.39 446.83 4.84 310.16 12,402.42 755.57 564.54 68.75 5.84 14,640.27Additions 1.02 0.27 41.13 1.16 35.55 1,331.06 104.28 48.83 14.81 — 1,578.11Deletions — 0.72 1.27 — 31.12 237.60 46.09 13.83 15.29 — 345.92Foreign ExchangeTranslation Difference — — — — 3.88 8.21 2.10 0.44 — — 14.63Addition/(Deletion) onStake Change/Divestment/Amalgamations (16.99) (7.07) (81.24) — — (612.14) (7.80) (8.75) (4.18) — (738.17)

As at 31st March, 2014 31.96 25.87 405.45 6.00 318.47 12,891.95 808.06 591.23 64.09 5.84 15,148.92

Accumulated DepreciationAs at 1st April, 2012 2.59 111.86 1.58 132.09 4,826.41 278.49 231.05 37.42 5.55 5,627.04

For the Year 0.30 11.82 0.52 31.91 934.52 92.10 42.09 11.99 — 1,125.25Deletions — 0.04 0.30 24.50 117.82 49.66 15.46 12.37 — 220.15Foreign ExchangeTranslation Difference — — — 3.29 7.46 2.32 0.22 — — 13.29Addition/(Deletion) onStake Change/Divestment/Amalgamations ß (0.02) — 41.43 (4.51) 86.20 71.20 3.37 — 197.67

As at 31st March, 2013 2.89 123.62 1.80 184.22 5,646.06 409.45 329.10 40.41 5.55 6,743.10For the Year 0.12 12.22 0.63 39.05 1,166.55 100.93 77.65 11.19 — 1,408.34Deletions 0.58 0.33 — 26.65 218.17 42.47 12.22 13.02 — 313.44Foreign ExchangeTranslation Difference — — — 1.83 6.70 0.92 0.18 — — 9.63Addition/(Deletion) onStake Change/Divestment/Amalgamations (1.01) (15.75) — — (311.66) (4.62) (6.44) (1.80) — (341.28)

As at 31st March, 2014 1.42 119.76 2.43 198.45 6,289.48 464.21 388.27 36.78 5.55 7,506.35Net Block as at31st March, 2013 47.93 30.50 323.21 3.04 125.94 6,756.36 346.12 235.44 28.34 0.29 7,897.17Net Block as at31st March, 2014 31.96 24.45 285.69 3.57 120.02 6,602.47 343.85 202.96 27.31 0.29 7,642.57

A. Gross Block of Tangible Assets includes:(i) The Group’s share in assets held under co-ownership – Leasehold Land `19.80 Crore (Previous Year: `19.54 Crore), Buildings ` 23.85 Crore (Previous

Year: ` 23.85 Crore), Furniture & Fixtures ` 2.65 Crore (Previous Year: ` 2.65 Crore) and Office Equipment ` 5.62 Crore (Previous Year: ` 5.68 Crore).(ii) Buildings include ` 21.68 Crore (Previous Year: ` 21.68 Crore) being cost of Debentures and Shares in a Company entitling the right of exclusive

occupancy and use of certain premises.(iii) Registration of Freehold Land of ` 0.15 Crore (Previous Year: ` 0.15 Crore) in favour of the Group is subject to resolution of disputes.

B. Details of Tangible Assets capitalised under Finance Lease:(i) Plant and Equipment include Gross Block of ` 315.88 Crore (Previous Year: ` 264.58 Crore) and Net Block ` 92.68 Crore (Previous Year: ` 98.20 Crore).(ii) Office Equipment includes Gross Block of ` 0.17 Crore (Previous Year: ` 0.38 Crore) and Net Block of ` 0.15 Crore (Previous Year: ` 0.34 Crore).

C. Depreciation Charge for the year includes:(i) Group’s share of Accelerated Depreciation of ` 143.45 Crore (Previous Year: ` 4.30 Crore) due to the change in estimated useful life of certain tangible

assets of Joint Venture.(ii) Prior Period Depreciation of ` 13.02 Crore (Previous Year: ` Nil).

D. Group’s share in Exchange loss of ` 188.60 Crore (Previous Year: ` 104.12 Crore) has been capitalised as per Para 46A of AS-11 by Joint Venture.

E. Capital Work-in-Progress is net of Impairment provision amounting to Group’s share of ` 122.23 Crore in Joint Venture.

F. Addition to Plant & Equipment is net of Subsidy ` 2.45 Crore (Previous Year: ` 0.43 Crore).

G. For Assets given on Operating Lease – Refer Note: 31.


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NOTE: 8BINTANGIBLE ASSETS ` in Crore

Goodwill Goodwill Brands/ Computer Technical Investment Client Telecom Non- TOTALon Con- Trade- Software Know-how Manage- Acquisi- Entry/ Compete

solidation marks ment tion Cost License FeesRights Fees*

Gross BlockAs at 1st April, 2012 57.08 3,125.47 173.32 298.28 6.60 26.92 16.93 2,319.31 0.33 6,024.24

Additions — — 19.85 73.68 — — — 562.59 — 656.12Deletions — — — 1.93 — — 1.76 82.39 — 86.08Foreign ExchangeTranslation Difference 1.66 32.84 — (0.02) — — 1.11 — — 35.59Addition/(Deletion) onStake Change/Divestment/Amalgamations 1,167.56 446.36 — 8.33 — 26.92 — (3.84) — 1,645.33

As at 31st March, 2013 1,226.30 3,604.67 193.17 378.34 6.60 53.84 16.28 2,795.67 0.33 8,275.20Additions — — 21.60 109.13 — — — 17.79 — 148.52Deletions — — — 0.13 — — — — — 0.13Foreign ExchangeTranslation Difference 0.69 13.69 — 10.13 — — 0.27 — — 24.78Addition/(Deletion) onStake Change/Divestment/Amalgamations — 160.94 — (3.44) — — — (4.48) — 153.02

As at 31st March, 2014 1,226.99 3,779.30 214.77 494.03 6.60 53.84 16.55 2,808.98 0.33 8,601.39

Accumulated Amortisation/ImpairmentAs at 1st April, 2012 5.49 — 164.66 221.67 3.92 17.50 10.38 616.44 0.11 1,040.17

Amortisation for the Year — — 5.11 41.72 0.69 4.04 4.22 114.35 0.11 170.24Deletions — — — 1.73 — — 1.76 — — 3.49Foreign ExchangeTranslation Difference 0.25 — — — — — 0.16 — — 0.41Addition/(Deletion) onStake Change/Divestment/Amalgamations — — — 5.97 — 18.85 — (1.02) — 23.80

As at 31st March, 2013 5.74 — 169.77 267.63 4.61 40.39 13.00 729.77 0.22 1,231.13Amortisation for the Year — — 4.61 70.90 0.92 5.38 1.74 147.52 0.11 231.18Impairment LossDuring the Year — 18.65 — — — — — — — 18.65Deletions — — — 0.13 — — — — — 0.13Foreign ExchangeTranslation Difference 0.09 — — 1.02 — — 0.07 — — 1.18Addition/(Deletion) onStake Change/Divestment/Amalgamations — — — (3.01) — — — (1.16) — (4.17)

As at 31st March, 2014 5.83 18.65 174.38 336.41 5.53 45.77 14.81 876.13 0.33 1,477.84

Net Block as at31st March, 2013 1,220.56 3,604.67 23.40 110.71 1.99 13.45 3.28 2,065.90 0.11 7,044.07

Net Block as at31st March, 2014 1,221.16 3,760.65 40.39 157.62 1.07 8.07 1.74 1,932.85 — 7,123.55

A. All Intangible Assets are other than internally generated.

B. Details of Intangible Assets capitalised under Finance Lease:

Software includes Gross Block of ` 60.80 Crore (Previous Year: ` 54.37 Crore) and Net Block of ` 9.51 Crore (Previous Year: ` 9.79Crore).

* Based on Written-down Value, the balance amortisation period of material Intangible Assets:

Intangible Assets As at As at31st March, 2014 31st March, 2013

Telecom Entry/License Fees Ranges between 24 and 228 months based on Ranges between 36 and 228 months based onthe respective Telecom Service License period. the respective Telecom Service License period.


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NOTE: 8A and 8BDuring the year, the Group has capitalised the following expensesto cost of Fixed Assets/Capital Work-in-ProgressRaw Materials Consumed — 0.14

Salaries and Wages 1.20 3.29




Rent 0.48 1.41



Interest Expenses 3.42 12.77


11.05 39.23Add: Brought forward from previous year 13.07 8.94

Less: Capitalised during the year 17.50 35.10

6.62 13.07

` in Crore


NOTE: 9AINVESTMENTS OF LIFE INSURANCE BUSINESS: NON-CURRENT(i) Shareholders’ Investments

QuotedInvestments in

Government or Trust Securities 580.88 686.84

Debentures/Bonds 528.60 607.88

1,109.48 1,294.72UnquotedInvestments in

Equity Instruments 1.25 1.25

Others (Fixed Deposits) 9.90 9.90

11.15 11.15Sub-Total - (i) 1,120.63 1,305.87

(ii) Policyholders’ InvestmentsQuotedInvestments in


Preference Shares 0.19 —

Government or Trust Securities 1,305.54 910.60



Equity Instruments — 0.11

Others (Fixed Deposits) 18.52 43.52

18.52 43.63Sub-Total - (ii) 2,236.76 1,583.49Total - (i) + (ii) 3,357.39 2,889.36

Aggregate Market Value of Quoted Investments 3,224.26 2,885.55

Aggregate Book Value of Quoted Investments 3,327.72 2,834.58

Aggregate Book Value of Unquoted Investments 29.67 54.78


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NOTE: 9BINVESTMENTS OF LIFE INSURANCE BUSINESS: CURRENT(i) Shareholders’ Investments

QuotedInvestments in

Government or Trust Securities — 8.57


Mutual Funds 170.01 1.07

175.01 54.62

UnquotedInvestments in

Others

Fixed Deposits 30.00 —

Collateralised Borrowing and Lending Obligation 3.57 10.20

33.57 10.20

Sub-Total - (i) 208.58 64.82

(ii) Policyholders’ InvestmentsQuotedInvestments in




303.32 487.30


Others

Fixed Deposits 95.00 11.00


Certificate of Deposits 72.88 26.64

Commercial Paper — 9.51

260.64 150.67

Sub-Total - (ii) 563.96 637.97

Total - (i) + (ii) 772.54 702.79

Aggregate Market Value of Quoted Investments 478.33 542.20

Aggregate Book Value of Quoted Investments 478.33 541.92



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NOTE: 10AOTHER INVESTMENTS: NON-CURRENTQuotedInvestments in


Debentures or Bonds 1.11 1.11

Mutual Funds 50.00 —

252.83 203.05



Preference Shares 27.49 27.98


Mutual Funds* 0.04 0.04

Others (Private Equity Fund, PMS and Real Estate Fund) 195.00 139.82

225.34 245.36

478.17 448.41




* Earmarked towards Capital Fund (Refer Note: 3 (6) (iii))

NOTE: 10BOTHER INVESTMENTS: CURRENTQuotedInvestments in

Equity Instruments 0.15 —


134.15 69.68


Debentures or Bonds 116.73 1,369.02


Others (Commercial Papers) 186.06 24.19

529.33 2,097.17

663.48 2,166.85



Aggregate Book Value of Unquoted Investments 529.33 2,097.17


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NOTE: 11AASSETS HELD TO COVER LINKED LIABILITIES OFLIFE INSURANCE BUSINESS: NON-CURRENTQuotedInvestments in

Equity Instruments 10,256.04 9,416.35

Preference Shares 7.65 —

Government or Trust Securities 2,901.32 2,768.56

Debentures or Bonds 3,666.18 3,661.66


Equity Instruments — 1.98


Others


Other Current Assets

Interest Accrued on Investments 23.87 14.66

168.69 369.14Total 16,999.88 16,215.71




NOTE: 11BASSETS HELD TO COVER LINKED LIABILITIES OFLIFE INSURANCE BUSINESS: CURRENTQuotedInvestments in





Others



Certificate of Deposits 497.71 366.11

Commercial Papers 128.89 44.02

Other Current Assets

Bank Balances 164.52 177.60

Interest Accrued on Investments 291.20 260.87

Dividend Receivables 7.20 6.47

Outstanding Contracts 82.85 49.44

2,021.37 1,608.87Total 3,634.55 3,121.36



Aggregate Book Value of Unquoted Investments 1,475.60 1,114.49


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NOTE: 12BSHORT-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Security Deposits





Loans and Advances of Financing Activities

Secured, Considered Good 4,076.45 2,971.04

Unsecured, Considered Good 2,018.55 968.59

Inter-Corporate Deposits


Loans against Insurance Policy (Secured, Considered Good) 0.22 3.29





Advance Tax (Net of Provision) 137.43 81.21

MAT Credit Entitlement 14.06 7.33


Advance for Expenses, Materials, Employees and Others*




6,849.59 4,703.99

*Refer Note: 40 (v)

` in Crore


NOTE: 12ALONG-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Capital Advance




Security Deposits





Loans and Advances of Financing Activities

Secured, Considered Good 4,982.80 3,167.27



Inter-Corporate Deposits


Loans against Insurance Policy (Secured, Considered Good) 28.24 24.78



Unsecured, Considered Doubtful — 10.72

Less: Provision for Doubtful — (10.72)

Advance Tax (Net of Provision) 113.04 126.32

MAT Credit Entitlement 285.06 257.27


Advance for Expenses, Materials, Employees and Others 172.22 128.49

6,526.49 4,687.72


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NOTE: 13AOTHER NON-CURRENT ASSETSOther Bank Balances*

Bank Deposits with more than twelve months maturity 1.39 1.38

Interest Accrued on Loans and Advances and Investments 5.35 2.48

Government Grant Receivable 0.67 0.71

Revenue Equalisation Reserve 36.54 —

43.95 4.57

*Amount Held as Margin Money under lien to bank for issuing guarantee 0.51 0.50

*Lien Marked in favour of IRDA 0.88 0.88

NOTE: 13BOTHER CURRENT ASSETSFertiliser Bonds # 9.85 10.48

Unbilled Revenue 390.05 286.11

Interest Accrued on Loans and Advances, Investments and Fixed Deposits 209.86 209.56

Government Grant Receivable ## 87.78 99.60

Export Incentive Receivable 26.46 29.58

Less: Provision for Export Incentive Receivable (0.06) (0.06)

Others 33.59 59.46

757.53 694.73

# The Company had received fertilisers bonds of ` 65.50 Crore from the Ministry of Fertiliser, Government of India, against theoutstanding amount of subsidy receivable, out of which bonds amounting to ` 11.58 Crore (Previous Year: ` 11.58 Crore) areoutstanding at the year end. The market value of the above bonds are lower than book value, therefore the diminution in thevalue of above bonds has been accounted.

## Includes interest reimbursement receivable from Department of Fertiliser ` Nil (Previous Year: ` 1.40 Crore).

` in Crore


NOTE: 14INVENTORIES (Lower of Cost and Net Realisable Value)Raw Materials 251.91 652.18(Includes Goods-in-Transit ` 14.67 Crore (Previous Year: ` 252.48 Crore))

Work-in-Progress 117.01 76.67

Finished Goods 371.70 369.79(Includes Goods-in-Transit ` 0.02 Crore (Previous Year: ` 0.49 Crore))

Stock-in-Trade 705.45 589.70(Includes Goods-in-Transit ` 15.57 Crore (Previous Year: ` Nil))

Stores and Spares 85.98 112.40(Includes Goods-in-Transit ` 0.55 Crore (Previous Year: ` 0.50 Crore))


Packing Materials 10.02 13.96

CER 0.09 0.18

1,542.22 1,815.03

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NOTE: 15TRADE RECEIVABLESDue for period exceeding Six months from the due date of payment



(Includes subsidy receivable from Government of India ` 5.64 Crore(Previous Year: ` 18.64 Crore))



Others


Unsecured, Considered Good 2,470.27 3,178.37(Includes subsidy receivable from Government of India ` 1,145.56 Crore(Previous Year: ` 1,421.98 Crore))



2,642.69 3,358.56

NOTE: 16CASH AND BANK BALANCESCash and Cash EquivalentsBalances with Banks

Current Accounts 105.50 190.71

Deposit Accounts (with original maturity period of three months or less) 428.70 384.04

Cash on Hand 25.16 24.72

Cheques/Drafts on Hand 107.18 94.31

(A) 666.54 693.78

Other Bank BalancesDeposit Accounts (with original maturity period of more than three months)# 50.10 134.79

Others

Unclaimed Dividend 3.07 2.87


Unclaimed Matured Deposits 0.02 0.02


(B) 53.47 138.01

(A) + (B) 720.01 831.79

Less: Bank Deposits with more than twelve months maturity(transferred to Other Non-Current Assets) 1.39 1.38

718.62 830.41

# Includes deposits placed under lien towards bank guaranteesfor margins with exchange/banks. 47.89 83.40


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NOTE: 17REVENUE FROM OPERATIONSA. SALE OF PRODUCTS

Manufactured 6,325.55 7,604.55Traded 3,571.44 3,895.74

9,896.99 11,500.29B. SALE OF SERVICES

Telecom Services 6,611.93 5,595.01Life Insurance Premium 4,525.81 4,903.15

Other Financial Services 1,937.97 1,245.83

IT-ITES Services 2,858.61 2,423.70

Other Services 8.72 14.13

15,943.04 14,181.82C. OTHER OPERATING INCOME

Scrap Sales 20.17 12.46

Export Incentive 44.83 45.94

License Fees and Royalties 1.23 1.34

Sales Tax Subsidy 2.42 2.72

Power and Steam Sales — 96.21

Cash Discounts 6.39 11.95

Commission Income 16.39 13.18

Investment Income on Life Insurance Policyholders’ Fund 175.55 133.58

Miscellaneous Other Operating Income 4.93 4.18

271.91 321.56

Total A + B + C 26,111.94 26,003.67

NOTE: 18OTHER INCOMEInterest Income on Investments

Current 1.88 62.16

Long-term 141.21 153.60

Interest Income – Others 68.83 49.22

Dividends Income on Investments

Current 11.00 5.74

Long-term 4.69 5.20

Net Gain on Sale of Investments

Current 53.11 34.84

Long-term — 2.08

Other Non-Operating Income

Profit on Sale of Fixed Assets (Net) 2.12 —

Others 56.02 47.78

338.86 360.62

NOTE: 19COST OF MATERIALS CONSUMEDRaw Materials Consumed 2,824.70 4,194.58

Packing Materials Consumed 119.42 132.92

2,944.12 4,327.50


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NOTE: 20CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADEOpening Stocks

Finished Goods 369.79 326.86

Stock-in-Trade 589.70 256.40

Work-in-Process 76.67 66.92


CER 0.18 0.37

1,036.49 650.69

Less:

Closing Stocks

Finished Goods 371.70 369.79

Stock-in-Trade 705.45 589.70

Work-in-Process 117.01 76.67


CER 0.09 0.18

1,194.31 1,036.49

Add/(Less):

Stock-in-Trade taken over pursuant to the scheme of arrangement (Refer Note: 39) — 342.61

Increase/(Decrease) in Excise Duty on Stocks 0.64 1.67

Stock Transfer on Sale of Carbon Black Business (69.50) —

(226.68) (41.52)

NOTE: 21EMPLOYEE BENEFITS EXPENSESSalaries and Wages 3,498.83 3,069.01

Contribution to Provident and Other Funds (Refer Note: 33) 164.06 162.49

Expense on Employee Stock Options Scheme (Refer Note: 34) 2.91 (4.05)

Expense on Employee Stock Appreciation Rights (Refer Note: 34) 0.49 —


3,895.38 3,419.11

NOTE: 22CHANGE IN VALUATION OF LIABILITY IN RESPECT OFLIFE INSURANCE POLICIES IN FORCE(Released from)/Transfer to Fund for Future Appropriation (136.20) (186.32)

Change in Premium Discontinuance Fund 270.40 161.25

Change in Valuation of Liability in respect of Life Insurance Policies 1,842.53 1,637.56

Investment (Income)/Loss on the Life Insurance Policyholders’ Fundrelated to Linked Business (2,319.81) (1,936.47)

(343.08) (323.98)


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NOTE: 23OTHER EXPENSESConsumption of Stores and Spares 171.45 182.32

Power and Fuel 1,527.06 1,351.14

Rent 866.35 733.34

Repairs and Maintenance of:

Buildings 16.43 17.52

Plant and Machinery 313.85 262.38

Others 121.00 107.72

Insurance 24.73 24.76

Rates and Taxes 127.34 138.43

Processing Charges 70.33 53.29

Passive Infrastructure Charges 452.01 339.64

License and WPC Charges 737.66 625.49

Roaming and Access Charges 1,049.94 1,014.47

Connectivity Charges 151.54 168.62

Subscriber Acquisition and Servicing Expenses 198.47 168.42

Commission to Selling Agents 734.42 819.24

Brokerage and Discounts 222.24 155.62

Advertisement and Sales Promotion 594.71 487.17

Transportation and Handling Charges 115.44 110.69

Distribution Expenses 63.46 53.26


Bad Debts and Provision for Bad and Doubtful Debts and 101.07 54.89

Advances including Contingency Provision for Standard Assets of NBFC

Printing and Stationery 138.16 123.46


Communication Expenses 42.53 42.77

Loss on Sale/Discard of Fixed Assets (Net) — 12.47

Bank Charges 36.70 37.64

Postage Expenses 142.52 141.42

Electricity Charges 141.53 119.79

Foreign Exchange Loss (Net) 24.96 2.43

Information Technology Expenses 206.25 144.39


9,175.95 8,181.79

NOTE: 24DEPRECIATION AND AMORTISATION EXPENSESDepreciation of Tangible Assets 1,408.34 1,125.25

Amortisation of Intangible Assets 231.18 170.24

Less: Depreciation charged to General Reserve pursuant to merger scheme by Joint Venture (30.66) —

1,608.86 1,295.49

NOTE: 25FINANCE COSTInterest Expenses* 1,498.98 1,216.69

Other Borrowing Costs 51.85 99.45

Net Loss on Foreign Currency Transactions and Translations 10.50 5.02

1,561.33 1,321.16

*Net of Interest Rebate Subsidy from Department of Fertiliser — 0.30

*Net of Interest Rebate Subsidy from Technology Upgradation Fund 13.07 13.35

*Net of Interest Capitalised 3.42 12.77


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NOTE: 26CONTINGENT LIABILITIES NOT PROVIDED FOR(a) Claims against the Group not acknowledged as debts ` in Crore


Customs Duty, Various cases pertaining to demand of counter-vailing duty andCustoms additional duties on import, supplementary Drawback claim, etc. 5.22 2.37Act, 1942

Excise Duty, Show cause-cum-demand notice for simultaneous availment of C.E.Central Excise Not. 29/04 & 30/04 date 09.07.2004 for the period 2004-05 to 2006-07.Act, 1944 The matter since has been decided in favour of the Company. — 10.88

Demand for reversal of Cenvat Credit on CBFS and other inputs allegedlyto be used for manufacturing of electricity sold outside for the period2006 to September 2011. Carbon Black business was divested by wayof slump sale to M/s. SKI Carbon Black India Pvt. Ltd. w.e.f. 01.04.2013and, hence, liability transferred to new entity. — 35.96

Various cases demanding duty on removal of refinished imported goods,reversal of credit on inputs used for manufacturing dutiableand exempted goods, etc. 20.08 24.10

Sales Tax Demands raised by the VAT/Sales Tax authorities of few states onBroadband Connectivity, SIM cards, etc., on which the Company hasalready paid Service Tax. 25.32 10.00

Entry tax demand in certain states on receipt of material from outsidethe state. 8.70 15.87

Various other cases in respect of short forms of H, I and C, disallowance

of input credit, tax demand on freight charges and on export to Nepal. 18.66 20.15

Service Tax, Show cause-cum-demand notice from Service Tax Authorities issued for

Finance Act, the AY 2007-08 to AY 2012-13 disputing Cenvat Credit eligibility on input1994 services. 113.30 104.04

Demand mainly on account of interpretation of Rule 6(3), denial of Cenvat

related to towers, shelters and OFC ducts, disallowance ofCenvat allegedly not related to output service. 53.58 49.22

Disallowance of Cenvat Credit on input services and service tax paidunder reverse charge mechanism, rebate claim rejected. 20.92 10.10

Service Tax demands related to excess utilisation of Cenvat againstliability on risk premium and payment of reimbursements to agents. 39.82 30.95

Various other cases pertaining to disallowance of Cenvat Credit of ServiceTax 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. 11.96 11.72

Income-tax Various Department Appeals in ITAT, High Court on 14A disallowance,Act, 1961 disallowance of additional depreciation, disallowance of depreciation

on goodwill and various matters. 36.18 37.70

The appeals which are pending before various Appellate Authoritiesmainly on account of: 1,572.82 1,271.14

1. Disallowance of revenue share licensee, non-applicability of TDS on

pre-paid margin, interest on interest free advances to whollyowned subsidiaries.

2. Treating proceeds of CCPS as cash Credit.

3. Capital Gain on demerger of a telecom undertaking.

Various cases pertaining to demand in tax assessment for various years. 26.96 23.20


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Others Demand letter issued by UPSIDC for making payment of maintenance

charges on land allotted in 1983. The matter is currently pendingbefore the High Court, Lucknow. 18.23 15.27

Demand of water drawal charges by irrigation department. Matter

pending before the High Court, Gujarat. 69.72 59.70

Licensing Disputes. 503.18 251.58

Disputed matters with local Municipal Corporations, Electricity Boards, etc. 65.05 55.73

Claims by parties in respect of dispute relating to the beneficiary ofwhole life insurance policy and term life insurance policy. — 20.02

Repudiation of death claims and customer complaints. 9.11 22.38

Bank Guarantee given by ABNL IT & ITES Ltd. for Aditya Birla Minacs

Worldwide Limited. 10.20 —

Various other cases pertaining to Industrial Disputes, Railways LicenseFee demand, Textile Cess on readymade garments, claims made byclients on sale of securities and other Civil cases. 65.98 56.03

Grand Total 2,694.99 2,138.11

(b) Bills Discounted with Banks 38.17 75.86

(c) 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’bleHigh Court, which is awaiting for hearing. The Jute Commissioner, Kolkata, had filed transfer petition, various writ petitions

have been filed in different High Courts by other aggrieved parties, including the Company, before the Hon’ble SupremeCourt of India praying for consolidation of all cases at one Court. The transfer petition is pending before the Hon’ble SupremeCourt. The Company has been advised that the said levy is bad in law.

(d) The Birla Sun Life Mutual Fund has invested in the “Pass Through Certificates” (PTC) issued by various Securitisation Trusts.The Income Tax Department treated the interest Income from the PTC as taxable in the hands of such Securitisation Trusts.The Department has also issued the demand notices to various Mutual Funds, who are the beneficiaries in such trusts. TheBirla Sun Life Mutual Fund has also received the demand notice for AY 2009-10, and at present the case is being heard at ITAT.Based on expert’s advice, the management does not expect the liability to crystalise, hence no provision is made in the booksof account.

(e) The Group’s share in certain disputed tax demand notices and show cause notices relating to Indirect Tax matters of JointVenture of IDEA (IDEA’s JV) amounting to ` 148.65 Crore (Previous Year: ` 168.67 Crore) have neither been acknowledged asclaims nor considered as contingent liabilities by the IDEA’s JV. Based on internal assessment and independent advice taken

from tax experts by the IDEA’s JV, it is of the view that the possibility of any of these tax demands materialising is remote.

(f) DoT has issued demand notices towards one-time spectrum charges

– for spectrum beyond 6.2 MHz in respective service areas for retrospective period from 1st July, 2008 to 31st December,2012, Group’s share amounting to ` 93.13 Crore, and

– for spectrum beyond 4.4 MHz in respective service areas effective 1st January, 2013, till expiry of the period as perrespective licenses Group’s share amounting to ` 440.10 Crore.

In the opinion of IDEA, inter alia, the above demands amount to alteration of financial terms of the licenses issued in the past.IDEA, therefore, petitioned in the Hon’ble High Court of Bombay, where the matter was admitted and is currently subjudice.The Hon’ble High Court of Bombay has directed the DoT, not to take any coercive action until the matter is further heard.

` in Crore



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NOTE: 27

CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of Contracts remaining to be executed on Capital Accountand not provided for (Net of Advances) 1,005.68 1,114.69

(b) Uncalled commitments in respect of Investments in Units ofAditya Birla Private Equity Fund I and Aditya Birla Private Equity Sunrise Fund 7.47 63.28

(c) Custom Duty on Capital Goods and Raw Materials Imported under AdvanceLicensing/EPCG Scheme, against which export obligation is to be fulfilled 167.91 184.33

(d) For commitment under lease contract Refer Note: 31.

(e) For commitment under derivative contract Refer Note: 36.

(f) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms containedin their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Finance Limited, PantaloonsFashion & Retail Limited, Aditya Birla Minacs Worldwide Limited and Madura Garments Lifestyle Retails Company Limitedinvestments have also been provided to 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 Birla SunLife Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirementprescribed by the regulatory authority.

(g) Madura Garments Lifestyle Retail Company Limited. (MGLRCL), a subsidiary of the Company, has issued Zero Coupon Non-Convertible Debenture (NCD) aggregating ` 300 Crore. The Company has entered into an option agreement with the holdersof such NCD pursuant to which the holders have put option on the Company and the Company has call option on the holderson expiry of 24 months from the date of allotment of NCD at a pre-agreed price. Further, on happening of certain events, theput option can also be exercised by the holders on the Company on any other date on happening of such events.

(h) Aditya Birla Finance Limited (ABFL), a subsidiary of the Company, has issued 10.20% Non-Convertible sub-ordinate Debenture(NCD) aggregating ` 300 Crore. The Company has entered into an option agreement with the holders of such NCD pursuantto which the holders have put option on the Company and the Company has call option on the holders on expiry of 36 months

from the date of allotment of NCD. Further, on happening of certain events, the put option can also be exercised by the holderson the Company on any other date on happening of such events.

(i) Idea Cellular Limited (IDEA), a Joint Venture Company, has a contingent obligation to buy compulsorily convertible preference

shares issued by Aditya Birla Telecom Limited (ABTL), its wholly owned subsidiary, from the holder at the Group’s share of` 527.79 Crore in case ABTL is not able to redeem the same.

NOTE: 28

EXCEPTIONAL ITEMS

(a) Gain on sale of Carbon Black Business of ` 24.06 Crore. (Refer Note: 32 for Disclosure as per Discontinuing Operation)

(b) Aditya Birla Financial Services Private Limited, a wholly owned subsidiary of the Company, provided for diminution in value ofits Long-term Investment in two subsidiaries, namely, Aditya Birla Money Limited and Aditya Birla Money Mart Limited. The

impact of diminution in Consolidated Financial Statement amounting to ` 18.64 Crore has been recognised as an exceptionalitems as an impairment of Goodwill created on acquisition of these subsidiaries.

Above impairment pertains to ‘Other Financial Services’ Segment.


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NOTE: 29DISCLOSURE 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 1,142.88 1,058.89

Less: Preference Dividend and Tax thereon 0.01 0.01

Net Profit for EPS (A) 1,142.87 1,058.88

Weighted-Average Number of Equity Shares for calculation of Basic EPS (B) 124,121,740 113,634,808

Basic EPS (`) (A/B) 92.08 93.18

Weighted-Average Number of Equity Shares Outstanding 124,121,740 113,634,808

Add: Shares Held in Abeyance 41,323 41,342

Add: Dilutive Impact of Employee Stock Options 80,735 56,837

Add: Potential Equity Shares Due to Share Warrants 1,174,496 1,990,156

Weighted-Average Number of Equity Shares for calculation of Diluted EPS (C) 125,418,294 115,723,143

Diluted EPS (`) (A/C) 91.12 91.50

Nominal Value of Shares (`) 10.00 10.00

NOTE: 30

DETAILS OF PROPORTIONATE SHARE OF JOINT VENTURE COMPANIES

The Group’s proportionate share in the Assets, Liabilities, Income and Expenses of its Joint Venture companies included in theseConsolidated Financial Statements are given below:

` in Crore


EQUITY AND LIABILITIES

(A) Shareholders’ Funds

Share Capital – Preference 0.48 0.48

Reserves and Surplus 3,736.47 3,181.73

3,736.95 3,182.21

(B) Non-Current Liabilities

Long-term Borrowings 4,573.71 2,983.04

Deferred Tax Liabilities (Net) 457.48 282.53

Other Long-term Liabilities 232.85 200.79

Long-term Provisions 125.79 79.40

5,389.83 3,545.76

(C) Current Liabilities

Short-term Borrowings 163.28 115.87

Trade Payables 703.40 679.03

Other Current Liabilities 1,272.68 1,205.56

Short-term Provisions 47.35 31.55

2,186.71 2,032.01


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ASSETS(D) Non-Current Assets

Fixed Assets

Tangible Assets 5,515.99 5,280.08

Intangible Assets 1,952.44 2,088.63

Capital Work-in-Progress 2,881.06 222.65

10,349.49 7,591.36Long-term Loans and Advances 730.92 770.21

Other Non-Current Assets 36.54 —

11,116.95 8,361.57(E) Current Assets

Current Investments 54.38 259.78

Inventories 17.23 18.36

Trade Receivables 115.35 159.25

Cash and Bank Balances 47.46 36.11

Short-term Loans and Advances 307.33 274.06

Other Current Assets 87.52 83.58

629.27 831.14

Contingent Liability 2,761.88 2,187.62

Capital Commitment 1,430.46 1,448.95

` in Crore

Year Ended Year EndedSTATEMENT OF PROFIT AND LOSS 31st March, 2014 31st March, 2013

Revenue from Operations 6,668.65 5,757.44

Other Income 84.34 43.08

Total Revenue 6,752.99 5,800.52

ExpensesPurchase of Stock-in-Trade 48.98 53.15

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade (0.36) 5.43

Employee Benefits Expenses 331.04 307.60

Other Expenses 4,213.56 3,864.37


Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) 2,159.77 1,569.97Depreciation and Amortisation Expenses 1,140.22 881.54


Profit Before Exceptional Item and Tax 768.05 426.74Exceptional Items — —

Profit Before Tax 768.05 426.74Tax Expenses

— Current Tax 168.73 97.53

— MAT Credit (34.76) (69.50)

— Short/(Excess) Provision for Tax of Earlier Years (Net) — (0.06)

— Deferred Tax 137.61 124.27


` in Crore



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NOTE: 31DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19 – LEASES IS AS UNDER:

` in Crore


A. Assets Taken on Lease:i) Operating Lease Payment recognised in the Statement of Profit and Loss

Minimum Lease Rent 1,201.33 1,020.08

Contingent Lease Rent 99.48 42.18

1,300.81 1,062.26

ii) The Group has taken certain Office Premises, Main switching centre locations, Leasehold Improvements, Furniture andFixtures, Information Technology and Office Equipment, BPO centres, Showrooms and Residential Houses on non-cancellable/cancellable operating lease.

iii) The future minimum rental payable in respect of non-cancellable operating lease are as follows:` in Crore



Later than one year and not later than five years 2,116.83 1,164.79

Later than five years 930.42 393.21

3,807.83 2,071.78

iv) The details of finance lease payments payable and their Present Value of the Group as at the Balance Sheet Date:

Particulars Total Lease Present Value InterestCharges Payable

(a) Not later than one year 3.65 2.92 0.73(0.97) (0.75) (0.22)

(b) Later than one year and not later five years 4.16 3.62 0.54(1.44) (1.28) (0.16)

Total 7.81 6.54 1.27(2.41) (2.03) (0.38)

Figures in brackets represent corresponding amount of Previous Year.

` in Crore


B. Assets Given on Lease:The Group has given certain Plant and Machinery (Storage Tank) onnon-cancellable operating lease.

The Gross carrying amount of the above referred assets — 4.90

The Accumulated Depreciation for the above assets — 2.52

The Depreciation for the above assets for the year — 0.23

The Group has also leased under operating lease arrangementscertain Optical Fibre Cables on Indefeasible Rights of Use (IRU) basis,the gross block, accumulated depreciation and depreciation expenseof the assets given on IRU basis is not separately identifiable and,hence, not disclosed.

The future minimum lease rental in respect of above Storage Tankand Optical Fibre Cables lease is as follows:


Later than one year and not later than five years 0.32 0.52

Later than five years — 0.02


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NOTE: 32DISCONTINUING OPERATIONSCarbon Black BusinessThe Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black business, witheffect 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 the approval given by the shareholders, the Company has accounted for slump sale of Carbon Black businesswith effect from 1st April, 2013, on a going concern basis to SKI Carbon Black (India) Private Limited pursuant to Business TransferAgreement entered into with them and accordingly a gain of ` 24.06 Crore on the said slump sale has been recognised as anexceptional item and a net tax credit of ` 40.70 Crore (including reversal of deferred tax credit) has been netted off with currentperiod tax expense. The results for the current reporting period do not include the results of Carbon Black business.

In view of the above, the figures for the previous year are strictly not comparable.

The following statement shows the revenue and expenses of Carbon Black Business:` in Crore


Revenue from Operations — 2,262.21

Less: Excise Duty — (226.30)

Net Revenue from Operations — 2,035.91Other Income — 2.70

Total Revenue — 2,038.61

ExpensesCost of Materials Consumed — 1,752.93

Purchase of Stock-in-Trade — 1.09

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade — (14.59)

Employee Benefits Expenses — 58.46

Other Expenses — 108.29

Total Expenses — 1,906.18

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — 132.43Depreciation and Amortisation Expenses — 39.33

Finance Cost — 117.86

Profit Before Exceptional Item and Tax — (24.76)Profit on Sale of Assets Attributable to Discontinued Operation 24.06 —

Profit Before Tax from Discontinued Operation 24.06 (24.76)Tax Expenses of Discontinued Operations (Net of reversal of Deferred Tax liability onsale of assets attributable to Carbon Black Business ` 77.58 Crore (Previous Year: ` Nil)) (40.70) (29.87)




Total Assets — 1,768.72

Total Liabilities — 1,471.49

The net cash flows attributable to the Carbon Black Business are as follows:` in Crore


Operating Activities — 245.61

Investing Activities — (35.13)

Financing Activities — (210.55)

Net Cash Inflow/(Outflow) — (0.07)


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IT & ITeS BusinessABNL IT & ITES Limited, a wholly owned subsidiary of the Company, at its meeting of the Board of Directors held on 30th January,2014, has approved the divestment of shares held by it in its IT-ITeS subsidiary, Aditya Birla Minacs Worldwide Limited, and hasexecuted a Share Purchase Agreement with a group of investors led by Capital Square Partners and CX Partners at an EnterpriseValue of USD 260 Million (including deferred grant) subject to working capital adjustment and fulfilment of requisite consents and

approvals.

All requisite consents and approvals, which were part of closing conditions, have been completed. With this divestment, AdityaBirla Minacs Worldwide Limited and its subsidiaries ceased to be subsidiaries of the Company, with effect from 9th May, 2014, andconsequential accounting impact of transaction will be given in ensuing financial year.

The following statement shows the revenue and expenses of IT & ITeS Business:` in Crore


Revenue from Operations 2,897.73 2,465.53

Other Income 7.08 3.50

Total Revenue 2,904.81 2,469.03

ExpensesEmployee Benefits Expenses 1,934.76 1,632.52

Other Expenses 686.52 585.83


Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) 283.53 250.68Depreciation and Amortisation Expenses 101.80 85.95


Profit Before Exceptional Item and Tax 13.71 129.13Exceptional Items — —

Profit Before Tax from Discontinued Operation 13.71 129.13Tax Expenses of Discontinued Operation 4.66 3.95




Total Assets 1,846.99 1,704.41

Total Liabilities 1,415.86 1,281.17

The net cash flows attributable to the IT & ITeS Business are as follows:` in Crore


Operating Activities 152.09 257.88

Investing Activities (73.92) (93.39)

Financing Activities (98.71) (132.64)

Foreign Exchange difference on translation of foreign currency cash andcash equivalents 0.61 0.95

Net Cash Inflow/(Outflow) (19.93) 32.80


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NOTE: 33RETIREMENT BENEFITSDisclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)(a) The details of the Group’s Defined Benefit Plans in respect of Gratuity (funded by the Group):

General Description of the PlanThe Group operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen dayssalary last drawn for each completed year of service. The same is payable on termination of service or retirement, whicheveris earlier. The benefit vests after five years of continuous service. In case of some employees, the Group’s scheme is morefavourable as compared to the obligation under Payment of Gratuity Act, 1972. A small part of the gratuity plan, which is notmaterial, is unfunded and managed within the Group.

` in Crore


Amounts recognised in the Balance Sheet in respect of GratuityPresent Value of the funded Defined Benefit Obligations at the end of the year 184.07 183.51Fair Value of Plan Assets 164.63 159.61

Net Liability/(Asset) 19.44 23.90

Amounts recognised in Employee Benefits Expenses in the Statement ofProfit and Loss in respect of GratuityCurrent Service Cost 22.18 18.78Interest on Defined Benefit Obligations 14.50 12.13Expected Return on Plan Assets (13.03) (10.94)

Net Actuarial (Gain)/Loss recognised during the year (4.49) 9.74Past Service Cost — 6.01


Actual Return on Plan Assets:Expected Return on Plan Assets 13.03 10.94Actuarial Gain/(Loss) on Plan Assets (3.93) 4.33

Actual Return on Plan Assets 9.10 15.27

Reconciliation of Present Value of the Obligations and the Fair Value of the Plan Assets:Change in Present Value of the Obligations:Opening Defined Benefit Obligations 183.51 143.87Current Service Cost 22.18 18.78Interest Cost 14.50 12.13

Actuarial (Gain)/Loss (8.42) 14.07Liability on Stake Change/Divestment/Amalgamation of Subsidiaries/Joint Ventures (9.96) 3.27Past Service Costs — 6.01Benefits Paid (17.74) (14.62)


Change in Fair Value of the Plan Assets:Opening Fair Value of the Plan Assets 159.61 133.25Expected Return on the Plan Assets 13.03 10.94Actuarial Gain/(Loss) (3.93) 4.33Asset on Stake Change/Divestment/Amalgamation of Subsidiaries/Joint Ventures (9.84) 2.36Contributions by the Employer 23.50 23.35


Closing Fair Value of the Plan Assets 164.63 159.61

Investment Details of the Plan AssetsGovernment of India Securities 15% 17%Corporate Bonds 1% 1%Special Deposit Scheme 2% 3%Insurer Managed Fund* 70% 68%Others 12% 11%

Total 100% 100%

* included in the Fair Value of the Plan Assets, investment in Group’sown financial instruments (funds of Birla Sun Life Insurance Company Limited) 97.94 96.28

There are no amount included in the Fair Value of the Plan Assets for Property occupied by or other assets used by the Group.


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` in Crore



Plan Assets 164.63 159.61 133.25 113.98 98.46

Surplus/(Deficit) (19.44) (23.90) (10.62) (12.75) (7.29)


Experience Adjustment on Plan Assets (3.93) 4.33 (1.79) 0.36 (1.88)

Expected rate of return on assets is based on the average long-term rate of return expected on investments of the fund during

the estimated term of the obligations.

` in Crore


Principal Actuarial Assumptions at the Balance Sheet Date

Discount Rate 8.00% - 9.00% 7.90% - 8.50%

Estimated Rate of Return on the Plan Assets 7.50% - 9.00% 7.50% - 9.00%

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.

(b) The details of the Group’s Defined Benefit Plans in respect of Gratuity (unfunded by the Group):

` in Crore


Amounts recognised in the Balance Sheet in respect of Gratuity

Present Value of the unfunded Defined Benefit Obligation at the end of the year 5.87 2.95

Amounts recognised in Employee Benefits Expenses in the Statement ofProfit and Loss in respect of Gratuity


Interest on Defined Benefit Obligations 0.29 0.16



Reconciliation of Present Value of the Obligation:

Opening Defined Benefit Obligation 2.95 0.83



Actuarial (Gain)/Loss 0.98 0.03

Liability on Stake Change/Divestment/Amalgamation of Subsidiaries/Joint Ventures 1.07 1.42


Closing Defined Benefit Obligation 5.87 2.95


Defined Benefit Obligation 5.87 2.95 0.83 0.39 0.23

Experience Adjustment on Plan Liabilities 0.05 0.08 ß ß 0.04

Principal Actuarial Assumptions at the Balance Sheet Date

Discount Rate 8.25% - 9.10% 8.25% - 8.75%


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(c) The details of the Group’s Defined Benefit Plans in respect of Group owned Provident Fund Trust

` in Crore


Contribution to the Group-Owned Employees’ Provident Fund Trust

(Excluding amount capitalised ` 0.10 Crore (Previous Year: ` 0.25 Crore)) 12.82 13.04

The Guidance Note on implementing AS-15 – ‘Employee Benefits (Revised 2005)’, issued by the ICAI states that the ProvidentFunds set-up by employers, which require interest shortfall to be met by the employer, needs to be treated as Defined BenefitPlan. The Group set-up Provident Fund does not have existing deficit of Interest shortfall.

The actuary has provided the valuation and based on the below provided assumptions there is no shortfall as at 31st March,2014, and 31st March, 2013. As per the actuarial valuation report, the interest shortfall liability being “Other Long-term EmployeeBenefits”, detailed disclosures are not required.

` in Crore


The details of the Plan Assets position as under:

Plan Assets at Fair Value 510.05 475.36

Liability Recognised in the Balance Sheet Nil Nil

Assumption used in determining the present value obligation of

interest rate guarantee under the Deterministic Approach

Discount Rate for the term of the Obligations 8.95% - 9.00% 8.05%

Discount Rate for the remaining term of maturity of Investment Portfolio 8.88% 7.97%

Guaranteed Interest Rate 8.75% 8.50%

(d) The details of the Group’s Defined Benefit Plans in respect of Pension (unfunded by the Group):

General Description of the PlanIn addition to contribution to the state managed pension plan, the Group 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 Crore


Amounts recognised in the Balance Sheet in respect of Pension:Present Value of unfunded Defined Benefit Obligations at the end of the year 6.27 6.39

Amounts recognised in Employee Benefits Expenses in the Statement ofProfit and Loss in respect of Pension:Interest on Defined Benefit Obligations 0.46 0.50


Net Pension Cost 1.06 0.99

Reconciliation of Present Value of the Obligations:Opening Defined Benefit Obligations 6.39 6.46


Actuarial (Gain)/Loss 0.60 0.49



Financial Assumptions at the Valuation DateDiscount Rate 8.90% 7.90%

` in Crore




` in Crore


(e) Defined Contribution Plans –

Amount recognised as an expense and included in the Note: 21as “Contribution to Provident and Other Funds” 132.08 113.73


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NOTE: 34DISCLOSURE UNDER EMPLOYEE STOCK OPTIONS SCHEMEEMPLOYEE STOCK OPTIONS PLAN1) OF THE COMPANY

(A) 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:(i) 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

Re-pricing of the Option on20th August, 2010 (` Per Share) 687.00 687.00 — — —

Market Price on the date of

Grant of Option (` Per Share) 1,282.55 1,948.70 816.85 839.80 905.10

Market Price on the date ofRe-pricing of Option (` Per Share) 816.85 816.85 — — —

(ii) Movement of Options Granted:

Particulars Year Ended Weighted- Year Ended Weighted-31st March, average 31st March, average

2014 Exercise 2013 ExercisePrice (`) Price (`)

Options Outstanding at the beginning of the year 168,841 688.93 189,975 688.71

Granted during the year — — —

Exercised during the year 51,766 687.00 17,764 687.00

Lapsed during the year 840 687.00 3,370 687.00

Options Outstanding at the end of the year 116,235 689.80 168,841 688.93

Options Unvested at the end of the year 7,956 — 15,068 —

Options Exercisable at the end of the year 108,279 688.78 153,773 687.72

For the option exercised during the period, the weighted-average share price at the exercise date was ` 1,102.13 per

share (Previous Year: ` 915.92 per share).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2014, is 2.06 years(Previous Year: 2.43 years).

(iii) 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:


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 Value per 591.53 825.67 471.44 486.82 443.49Option (`)


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Particulars On the Date of Re-pricing




Expected Volatility * 54.04 54.04



* Expected volatility of the Company’s stock price is based on NSE price data of last two years.

(B) Under the Employee Stock Options Scheme-2013 (ESOS-2013), the Company has granted Options and RestrictedStock Units (RSUs) to the eligible employees of the Company. The details are as under:(a) Stock Options:

(i) Employee Stock Options Scheme:

Particulars Tranche - I Tranche - II

No. of Options 104,272 16,239


Vesting Plan Graded GradedVesting – 25% Vesting – 25%

every year every year

Exercise Period 5 Years from 5 Years fromthe Date of the Date of

Vesting Vesting

Grant Date 07.12.2013 29.01.2014

Grant/Exercise Price (` Per Share) 1,239.80 1,053.85



Particulars Option Weighted-average

ExercisePrice (`)

Options Outstanding at the beginning of the year — —








(iii) 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:










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(b) Restricted Stock Units:(i) Employee Stock Options Scheme:

Particulars Tranche - I Tranche - II

No. of Options 101,731 9,567


Vesting Plan Bullet Vesting – End Bullet Vesting – Endof 3 years from the of 3 years from the

Grant Date Grant Date

Exercise Period 5 Years from the Date 5 Years from the Dateof Vesting of Vesting

Grant Date 07.12.2013 29.01.2014



(ii) Movement of Options Granted:Particulars Option Weighted average


Granted during the year 111,298 10.00



Options Outstanding at the end of the year 111,298 10.00



The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2014, is 7.71years.

(iii) 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:

Particulars On the Date of GrantTranche - I Tranche - II





Weighted-Average Fair Value per Option (`) 1,195.33 1,008.87


2) OF SUBSIDIARY COMPANIES

(A) Aditya Birla Minacs Worldwide Limited (ABMWL)

In December 2009, ABMWL has approved the Employee’s Stock Options Plan 2009 (“the Plan”), which covers its

employees including its subsidiaries. The plan is administered and supervised by the Compensation Committee of the

Board (the ‘Committee’).


During the current year, the Company has modified the Plan and in accordance with modified terms none of the employee

exercised the stock option. Hence, all stock options got lapsed in the current year.

The Plan provided that these options would vest in tranches over a period of 3-4 years as follows:

Period within which options will vest unto the participant % of Options that will Vest

End of 15 months from the date of grant of options 20%




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Particulars Year Ended Year Ended31st March, 2014 31st March, 2013

Total Options under the Plan 1,897,337 1,897,337

Options Outstanding at the beginning of the year 467,000 1,212,500

Granted during the year — —

Forfeited during the year 467,000 745,500


Outstanding at the end of the year — 467,000

Expired during the year — —

Exercisable at the end of the year — —

Exercise Price (`) — 230

(B) Pantaloons Fashion & Retail Limited (PFRL)PFRL provides share-based payment schemes to its employees. During the year ended 31st March, 2014, an employee

stock option plan (ESOP) was introduced. The relevant details of the scheme and the grant are as below:

On 22nd July, 2013, the ESOP Compensation Committee (“Committee”) and the Board of Directors (“Board”) of PFRLapproved the introduction of an ESOP Scheme, viz., Pantaloons Employee Stock Options Scheme-2013 (“Scheme”) for

issue of Stock Options (“Options”) and Restricted Stock Units (“RSUs”) to the key employees and directors of PFRL,subject to the approval of the Shareholders of PFRL. Shareholders of PFRL, vide a resolution passed at the Sixth AnnualGeneral Meeting of PFRL, held on 23rd August, 2013, approved the introduction of the Scheme and authorised theBoard/Committee of PFRL to finalise and implement the scheme. Accordingly, pursuant to the resolution passed by theCommittee of PFRL on 25th October, 2013, the Committee of PFRL finalised the scheme and granted Options and RSUsto the Eligible Employees. The details of the Scheme are as below:


Particulars Stock Options RSUs

No. of Options 830,382 259,849


Vesting Plan Graded Vesting – 25% Graded Vesting – 100% at theevery year end of 3rd year

Exercise Period 5 Years from the date of 5 Years from the date ofVesting Vesting

Grant Date 25.10.2013 25.10.2013


Market Price on the date of Grant of Option (` Per Share) 102.10 102.10

(ii) Movement of Options Granted:Particulars Year Ended Weighted average Year Ended Weighted average

31st March, Exercise 31st March, Exercise2014 Price (`) 2013 Price (`)

Options granted under ESOS-2013Options Outstanding at the beginning of the year — — — —

Granted during the year 830,382 102.10 — —

Exercised during the year — — — —

Lapsed during the year — — — —

Options Outstanding at the end of the year 830,382 102.10 — —

Options Unvested at the end of the year 830,382 — — —

Options Exercisable at the end of the year — — — —

Remaining Contractual Life of Outstanding Options (Years) 6.00 —

RSUs granted under ESOS-2013Options Outstanding at the beginning of the year — — — —









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(iii) 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:


Stock Options RSUs



Expected Dividend Yield (%) Nil Nil


* Expected volatility of the Company’s stock price is based on the Company’s comparable peer group’s stock price onNSE based on the price data of the last three years upto the date of grant as the Company has been listed only for a fewmonths prior to the date of grant.

3) OF JOINT VENTURE OF THE COMPANYUnder the Employee Stock Options Scheme (“ESOS-2006”), IDEA Cellular Limited (IDEA), the Joint Venture of the Company,had granted options to its eligible employees from time to time. Further, the Shareholders of IDEA had approved a new

Employee Stock Options Scheme (“ESOS-2013”) at the Annual General Meeting held on 16th September, 2013, The ESOSCompensation Committee has granted 18,565,428 Options and 8,105,587 Restricted Stock Units (RSUs) to its eligible employeesunder (“ESOS-2013”). These Options would vest in 4 equal annual instalments after one year of the grant, and the RSUs willvest after 3 years from the date of grant. The maximum period for exercise of Options and RSUs is 5 years from the date ofvesting. Each Option and RSU, when exercised, would be converted into one fully paid-up equity share of ` 10/- of IDEA. TheOptions and RSUs granted under the ESOS-2013 and Options granted under ESOS-2006 carry no rights to dividends and novoting rights till the date of exercise. As at the end of the financial year, details of outstanding options are as follows:

(A) Movement of Options Granted:Particulars Year Ended Weighted average Year Ended Weighted average


i) Options granted under ESOS-2006Options Outstanding at the beginning of the year 12,757,580 50.44 18,471,360 49.04

Options Granted during the year — — — —

Options Forfeited/Lapsed during the year 75,749 61.49 237,124 60.08

Options Exercised during the year 5,309,995 49.48 5,476,656 45.32

Options Expired during the year 27,750 39.30 — —

Options Outstanding at the end of the year 7,344,086 51.06 12,757,580 50.44

Options Unvested at the end of the year 564,566 — 2,464,729 —

Options Exercisable at the end of the year 6,779,520 49.58 10,292,851 47.47

Range of Exercise Price of Outstanding Options (`) 39.30 - 68.86 39.30 - 68.86

Remaining Contractual Life of Outstanding Options (Years) 0.31 - 5.82 0.75 - 6.82

ii) Options granted under ESOS-2013Options Outstanding at the beginning of the year — — — —

Options Granted during the year 18,565,428 126.45 — —

Options Forfeited/Lapsed during the year — — — —

Options Exercised during the year — — — —

Options Expired during the year — — — —

Options Outstanding at the end of the year 18,565,428 126.45 — —

Options Unvested at the end of the year 18,565,428 — — —


Range of Exercise Price of Outstanding Options (`) 126.45 —

Remaining Contractual Life of Outstanding Options (Years) 5.87 - 8.87 —

iii) RSUs granted under ESOS-2013Options Outstanding at the beginning of the year — — — —

Options Granted during the year 8,105,587 10.00 — —

Options Forfeited/Lapsed during the year — — — —

Options Exercised during the year — — — —

Options Expired during the year — — — —

Options Outstanding at the end of the year 8,105,587 10.00 — —

Options Unvested at the end of year 8,105,587 — — —


Range of Exercise Price of Outstanding Options (`) 10.00 —



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(B) Fair Valuation:The fair value of each option is estimated using Black and Scholes Option Pricing Model on date of grant/re-pricingbased on the following:

ESOS-2006Particulars On the Date of Grant On the Date of Re-pricing

Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - I Tranche - IIExpected Dividend Yield (%) Nil Nil Nil Nil Nil Nil

Option Life 6 years & 6 years & 6 years & 6 years & 4 years & 5 years &6 months 6 months 6 months 6 months 6 months 9 months

Risk-Free Interest Rate (%) 7.78 7.50 7.36 8.04 - 8.14 7.36 7.36

Expected Volatility (%) 40.00 45.80 54.54 50.45 54.54 54.54

Particulars ESOS-2013Stock Options RSUs

Expected Dividend Yield (%) 0.24 Nil

Option Life 6 years & 6 years &6 months 6 months

Risk-Free Interest Rate (%) 8.81 - 8.95 8.91

Expected Volatility (%) 34.13 - 44.81 43.95

STOCK APPRECIATION RIGHTS (SARs)1) OF THE COMPANY

(A) Stock Appreciation Rights Scheme:Particulars Tranche - I Tranche - IINo. of Options 91,239 14,199


Vesting Plan Graded Vesting – 25% every year Graded Vesting – 25% every year

Exercise Period 3 Years from the Date of Vesting 3 Years from the Date of Vestingand 6 Years from the Date of and 6 Years from the Date of Grant, whichever is earlier Grant, which is earlier

Grant Date 07.12.2013 29.01.2014

Grant Price (` Per Share) 1,239.80 1,053.85

Market Price on the Date of Grant ofOption (` Per Share) 1,239.80 1,053.85

(B) Movement of Options Granted:Particulars Year Ended Weighted average Year Ended Weighted average


Options Outstanding at the beginning of the year — — — —

Granted during the year 105,438 1,214.74 — —



Options Outstanding at the end of the year 105,438 1,214.74 — —




(C) Fair Valuation:The fair value of the options used to compute proforma net profit and earnings per share have been done by an independentvaluer on the date of grant using Black-Scholes Merton Formula. The key assumptions and the Fair Value are as under:

Particulars On the Date of GrantTranche - I Tranche - II








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2) OF SUBSIDIARY COMPANY

Pantaloons Fashion & Retail Limited (PFRL)

On 22nd July, 2013, the ESOP Compensation Committee (“Committee”) and the Board of Directors (“Board”) of PFRL approvedthe introduction of an ESOP Scheme, viz., Pantaloons Employee Stock Options Scheme-2013 (“Scheme”) for Stock AppreciationRights (“SARs”) to the key employees and directors of PFRL, subject to the approval of the Shareholders of PFRL. Shareholders

of PFRL, vide a resolution passed at the Sixth Annual General Meeting of PFRL, held on 23rd August, 2013, approved theintroduction of the Scheme and authorised the Board/Committee of PFRL to finalise and implement the scheme. Accordingly,pursuant to the resolution passed by the Committee of PFRL on 25th October, 2013, finalised the SARs to the eligible employees.The details of the Scheme, are as below:

(A) Stock Appreciation Rights Scheme:

Particulars Tranche - I

No. of Options 308,295

Method of Accounting Intrinsic Value

Vesting Plan Graded Vesting – 25% every year

Exercise Period 5 Years from the Date of Vesting

Grant Date 25.10.2013

Grant Price (` Per Share) 102.10

Market Price on the Date of Grant of Option (` Per Share) 102.10

(B) Movement of Options Granted:

Particulars Year Ended Weighted- Year Ended Weighted-31st March, average 31st March, average

2014 Exercise 2013 ExercisePrice (`) Price (`)

Options Outstanding at the beginning of the year — — — —







The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2014, is 6 years.

(C) Fair Valuation:

The fair value of the options used to compute proforma net profit and earnings per share have been done by an independentvaluer on the date of grant using Black-Scholes Merton Formula. The key assumptions and the Fair Value are as under:


Tranche - I

Risk-Free Interest Rate (%) 8.58%

Option Life (Years) 5.00

Expected Volatility * 45.93

Expected Dividend Yield (%) Nil

Weighted-Average Fair Value per Option (`) 53.00

* Expected volatility of the Company’s stock price is based on the Company’s comparable peer group’s stock price onNSE based on the price data of the last three years upto the date of grant as the Company has been listed only for a fewmonths prior to the date of grant.

The Group is following the intrinsic value for valuation.

Had the compensation cost for the stock options granted been recognised based on the fair value at the date of grant inaccordance with the Fair Value approach (calculated using valuation methods as mentioned above), the proforma amount ofprofit for the year and earnings per share of the Group would have been as under:


` in Crore

Particulars Year Ended Year Ended31st March, 2014 31st March, 2013

Net Profit 1,142.88 1,058.89Add: Compensation Cost as per Intrinsic Value 3.40 (4.05)

Less: Compensation Cost as per Fair Value 8.37 (6.09)

Adjusted Net Income 1,137.91 1,060.93Weighted-Average Number of Basic Equity Shares Outstanding (In Nos.) 124,121,740 113,634,808

Weighted-Average Number of Diluted Equity Shares Outstanding (In Nos.) 125,418,294 115,723,143

Face Value of the Equity Share (In `) 10.00 10.00

Reported Earnings Per Share (EPS)

— Basic EPS (`) 92.08 93.18

— Diluted EPS (`) 91.12 91.50

Proforma Earnings Per Share (EPS)

— Basic EPS (`) 91.68 93.36

— Diluted EPS (`) 90.73 91.68

NOTE: 35DISCLOSURE IN RESPECT OF RELATED PARTIES PURSUANT TO ACCOUNTING STANDARD-181. List of Related Parties

Joint VenturesBirla Sun Life Asset Management Company Limited (BSAMC) (Joint Venture of ABFSPL) (Upto October 10, 2012)

Birla Sun Life Trustee Company Private Limited (BSTPL) (Joint Venture of ABFSPL) (Upto October 10, 2012)

IDEA Cellular Limited (IDEA)

AssociatesBirla Securities Limited (BSL)

Key Management PersonnelDr. Rakesh Jain – Managing Director

Mr. Pranab Barua – Whole-time Director (upto May 15, 2012)

Mr. Sushil Agarwal – Whole-time Director

Mr. Lalit Naik – Deputy Managing Director (w.e.f. January 1, 2013)

Relatives of Key Management PersonnelMrs. Anita Agarwal (Wife of Mr. Sushil Agarwal)

(2) During the year, following transactions were carried out with the related parties:` in Crore

Transaction/Nature of Relationship Joint Associates Key Relatives of Grand TotalVentures Management Key


Other IncomeIDEA ß — — — ß

(0.01) — — — (0.01)

TOTAL ß — — — ß(0.01) — — — (0.01)

Reimbursement of ExpensesIDEA — — — — —

(0.02) — — — (0.02)

TOTAL — — — — —(0.02) — — — (0.02)

Other ExpensesIDEA 5.65 — — — 5.65

(4.60) — — — (4.60)

Mrs. Anita Agarwal — — — — —— — — (0.03) (0.03)

TOTAL 5.65 — — — 5.65(4.60) — — (0.03) (4.63)


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Managerial Remuneration Paid*

Dr. Rakesh Jain — — 6.88 — 6.88— — (6.49) — (6.49)

Mr. Pranab Barua — — — — —— — (0.96) — (0.96)

Mr. Sushil Agarwal — — 2.27 — 2.27— — (2.07) — (2.07)

Mr. Lalit Naik — — 3.22 — 3.22— — (0.55) — (0.55)

TOTAL — — 12.37 — 12.37— — (10.07) — (10.07)

Deposits Paid, Received Back

Mrs. Anita Agarwal — — — — —— — — (4.60) (4.60)

TOTAL — — — — —— — — (4.60) (4.60)

Outstanding Balances as on 31st March

Amount Receivable — — — — —(0.01) — — — (0.01)

Amount Payable 0.25 — — — 0.25(0.06) — — — (0.06)

— Figures in brackets represent corresponding amount of Previous Year.

— No amount, in respect of the related parties have been written off/back, is provided for during the year.

— Related parties relationships have been identified by the management and relied upon by the auditors.

* Expenses towards gratuity and leave encashment provisions are determined actuarially on an overall Company basis at the

end of each year, and accordingly have not been considered in the above information.

NOTE: 36STATEMENT OF DERIVATIVES AND UNHEDGED FOREIGN CURRENCY EXPOSURE(a) Derivatives: Outstanding at the Balance Sheet Date

Amount in Foreign CurrencyNature of Contract Foreign Option As at As at Purpose

Currency 31st March, 2014 31st March, 2013

Currency and Interest Rate Swap USD Buy 157,818,000 175,909,000 Hedging of Loan

Currency and Interest Rate Swap JPY Buy 2,947,300,000 5,791,700,000 Hedging of Loan

Forward Contracts USD Buy 252,963,056 575,219,082 Hedging Purpose

Sell 111,978,931 119,065,500

Forward Contracts EUR Buy 10,503,831 18,916,912 Hedging Purpose

Sell 6,803,514 5,225,422

Forward Contracts GBP Buy 449,976 136,023 Hedging Purpose

Sell 1,224,394 1,156,740

Forward Contracts JPY Buy 1,342,567,659 2,689,889,883 Hedging Purpose

Sell 45,070,000 —

Forward Contracts CHF Buy — 55,600 Hedging Purpose

Forward Contracts and InterestRate Swap USD Buy 10,000,000 15,000,000 Hedging of Loan


` in Crore

Transaction/Nature of Relationship Joint Associates Key Relatives of Grand TotalVentures Management Key


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MANAGEMENT’S DISCUSSION AND ANALYSISAditya Birla Nuvo Limited

(b) Foreign Currency Exposure which are not hedgedAs at 31st March, 2014



EUR 42,204 0.35

GBP 883,195 8.82

JPY 5,664,000 0.33

CAD 141,000 0.77

MYR 150,000 0.28


EUR 199 ß


EUR 57,866 0.48

GBP 17,835 0.18

Borrowings USD 120,215,188 722.49

EUR 295 ß

GBP 16,569 0.17


EUR 1,708,895 14.11

GBP 481,053 4.80

JPY 779,300 0.05

Other Current Assets USD 1,303,000 7.83

GBP 90,000 0.90

CAD 10,000 0.05

CHF 4,000 0.03

As at 31st March, 2013



EUR 1,176,890 8.18

GBP 303,042 2.49

CAD 46,000 0.25


EUR 525 ß

JPY 191,000 0.01

PHP 7,789,000 1.05


EUR 133,550 0.93

GBP 6,735 0.06

Borrowings USD 171,223,539 931.27

EUR 931,000 6.47


EUR 42,959 0.30

GBP 2,527 0.02

CAD 455,000 2.47


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NOTE: 37SEGMENT DISCLOSURESSegments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the

organisational structure as well as differential risk and returns of these segments.

The Group has considered business segment as the primary segment for disclosure. The products and services included in each

of the reported business segments are as follows:

SEGMENT ACTIVITIES

Financial Services

Life Insurance Life Insurance Services

Other Financial Services Asset Management, Non-Bank Financial Services, Private Equity, Equity

and Commodity Broking, Wealth Management and General Insurance

Advisory

Telecom Telecommunication Services

Fashion and Life Style

Branded Apparels and Accessories Branded Apparels and Accessories

Textiles Linen Yarn and Fabric, Worsted Yarn and Wool Tops

IT-ITeS (Refer Note: 32) Business Process Outsourcing Services and Software Services

Manufacturing

Agri-Business Fertilisers, Agro-Chemicals and Seeds

Rayon Yarn Viscose Filament Yarn, Caustic Soda and Allied Chemicals

Insulators Insulators

Carbon Black (Refer Note: 32) Carbon Black

The Group considers secondary segment based on revenues within India as Domestic Revenues and outside India as Export

Revenues. Assets are segregated based on their geographical location.

Information about Primary Business Segments` in Crore

Segment Revenue For the Year Ended 31st March, 2014 For the Year Ended 31st March, 2013External Inter- Total External Inter- Total

Segment SegmentFinancial Services

Life Insurance 4,701.36 — 4,701.36 5,036.73 — 5,036.73

Other Financial Services 1,937.97 10.33 1,948.30 1,245.83 12.33 1,258.16

Telecom 6,668.65 — 6,668.65 5,662.34 — 5,662.34


Branded Apparels and Accessories 4,759.20 — 4,759.20 3,802.01 0.02 3,802.03

Textiles 1,289.11 10.94 1,300.05 1,128.21 16.13 1,144.34

IT-ITeS (Refer Note: 32) 2,858.61 39.12 2,897.73 2,423.70 41.83 2,465.53

Manufacturing Services

Agri-Business 2,312.96 — 2,312.96 2,924.43 — 2,924.43

Rayon 860.07 — 860.07 776.96 — 776.96

Insulators 505.46 — 505.46 454.08 — 454.08

Carbon Black (Refer Note: 32) — — — 2,035.91 — 2,035.91

Total Segment 25,893.39 60.39 25,953.78 25,490.20 70.31 25,560.51Eliminations 60.39 70.31

Total Revenue 25,893.39 25,490.20


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` in Crore

Segment Result (PBIT) For the Year Ended For the Year Ended31st March, 2014 31st March, 2013

Financial Services

Life Insurance 370.75 541.50

Other Financial Services 354.14 164.71

Telecom 962.32 638.51


Branded Apparels and Accessories 199.14 170.10

Textiles 141.37 128.85

IT-ITeS (Refer Note: 32) 181.15 163.75


Agri-Business 55.87 176.64

Rayon 171.97 152.97

Insulators 60.88 39.42

Carbon Black (Refer Note: 32) — 93.07

Total Segment 2,497.59 2,269.52Less: Finance Cost 819.67 865.06

Add: Interest Income 70.29 113.06

Add: Unallocable Income (Net of Unallocable Expenses) 18.67 8.15

Profit Before Exceptional Items and Tax 1,766.88 1,525.67Exceptional Items (Refer Note: 28) 5.42 —

Profit Before Tax 1,772.30 1,525.67Tax Expenses 550.50 341.78

Profit Before Minority Interest 1,221.80 1,183.89Minority Interest 78.92 125.00


* Finance Cost excludes Finance Cost of ` 741.66 Crore (Previous Year: ` 456.10 Crore) and Interest Income excludes interestincome of `141.63 Crore (Previous Year: ` 151.92 Crore) on Financial Services Business, since it is considered as an expenseand income, respectively, for deriving Segment Result.

Information about Primary Business Segments` in Crore

Other Information Carrying Amount of Carrying Amount ofSegment Assets Segment Liabilities as on

(including Goodwill) as on31st March, 31st March, 31st March, 31st March,

2014 2013 2014 2013Financial Services

Life Insurance 25,710.06 23,848.10 24,366.30 22,456.68

Other Financial Services 12,767.90 9,063.09 10,426.57 7,666.44

Telecom 13,182.02 10,464.31 1,819.68 1,682.84


Branded Apparels and Accessories 4,157.47 3,795.22 1,543.04 1,247.33

Textiles 747.44 526.08 430.30 347.05

IT-ITeS (Refer Note: 32) 2,006.03 1,878.55 303.58 242.52


Agri-Business 1,757.38 2,064.35 141.60 210.53

Rayon 871.47 787.03 112.87 106.49

Insulators 509.67 462.97 79.88 68.32

Carbon Black (Refer Note: 32) — 1,768.52 — 519.26

Total Segment 61,709.44 54,658.22 39,223.82 34,547.46Inter-Segment Eliminations (7.15) (3.14) (7.15) (3.14)

Unallocated Corporate Assets/Liabilities 1,331.81 2,450.19 11,850.08 12,236.23

Total Assets/Liabilities 63,034.10 57,105.27 51,066.75 46,780.55


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` in Crore

Other Information Cost incurred to Acquire Depreciation/AmortisationSegment Fixed Assets for the Year Ended

(including CWIP and CapitalAdvance) for the Year Ended31st March, 31st March, 31st March, 31st March,

2014 2013 2014 2013Financial Services

Life Insurance 23.71 13.81 16.40 17.27

Other Financial Services 18.76 18.87 34.26 32.22

Telecom 3,791.40 1,561.73 1,140.22 878.83


Branded Apparels and Accessories 211.63 138.39 194.64 140.78

Textiles 77.13 70.57 29.33 24.39

IT-ITeS (Refer Note: 32) 71.91 82.40 101.80 85.94


Agri-Business 177.30 69.04 20.46 19.76

Rayon 62.66 228.25 48.16 34.42

Insulators 9.82 12.92 21.44 20.86

Carbon Black (Refer Note: 32) — 34.04 — 39.33

Total Segment 4,444.32 2,230.02 1,606.71 1,293.80Unallocated 0.95 0.42 2.15 1.69

Total 4,445.27 2,230.44 1,608.86 1,295.49

Information about Secondary Business Segments` in Crore

For the Year Ended31st March, 2014 31st March, 2013

Revenue by Geographical MarketIn India 22,431.80 22,255.72

Outside India 3,461.59 3,234.48

Total 25,893.39 25,490.20Carrying Amount of Segment Assets

In India 61,891.38 55,888.21

Outside India 1,142.72 1,217.06

Total 63,034.10 57,105.27Cost Incurred to Acquire Segment Fixed Assets

In India 4,385.31 2,092.56

Outside India 59.96 137.88

Total 4,445.27 2,230.44


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NOTE: 38The Company has opted for general exemption granted by the Ministry of Corporate Affairs (MCA), vide General Circular No.2/2011 dated February 8, 2011, regarding the direction under Section 212(8) of the Companies Act, 1956 (the Act). The informationrequired to be disclosed in aggregate for each subsidiary (including subsidiaries of subsidiaries) under Section 212(8) of the Actis as follow:

` in Crore, unless otherwise stated

Aditya Birla Financial Aditya Birla Capital Aditya Birla Customer Aditya Birla TrusteeServices Private Limited Advisors Private Limited Services Private Limited Company Private Limited

Current Previous Current Previous Current Previous Current PreviousYear Year Year Year Year Year Year Year

Share Capital (Equity and Preference) 1,593.51 986.50 3.50 3.50 10.00 0.01 0.05 0.05

Reserves and Surplus (65.86) (11.47) 18.49 12.26 (70.83) (38.55) 0.14 0.10

Total Assets (Non-Current Assets + Current Assets) 1,528.63 975.41 25.49 20.84 16.55 19.49 0.19 0.15

Total Liabilities (Non-Current Liabilities + Current Liabilities) 0.98 0.38 3.50 5.08 77.38 58.03 ß ß

Details of Investments (excluding investments in subsidiary

companies) (details as per Annexure A) 192.03 137.50 21.75 15.07 — 0.70 0.19 0.14

Revenue from Operations 3.50 2.45 23.19 23.55 2.28 0.26 0.07 0.07

Profit/(Loss) Before Tax (54.11) 0.86 8.99 8.50 (32.28) (31.20) 0.06 0.07

Tax Expenses 0.28 — 2.76 2.45 — — 0.02 0.02

Profit/(Loss) for the Year (54.39) 0.86 6.23 6.05 (32.28) (31.20) 0.04 0.05

Proposed/Interim Dividend (including Dividend Tax)

(including on Preference Shares) Nil Nil Nil Nil Nil Nil Nil Nil

Exchange Rate as on 31st March, 2014/2013 — — — — — — — —

Aditya Birla Money Aditya Birla Commodities Aditya Birla Financial Aditya Birla FinanceLimited Broking Limited Shared Services Limited Limited


Share Capital (Equity and Preference) 15.54 13.54 5.00 2.00 0.05 0.05 915.64 746.29

Reserves and Surplus 21.76 21.97 (3.17) 0.36 0.08 0.01 853.59 332.32

Total Assets (Non-Current Assets + Current Assets) 196.20 159.04 20.45 47.26 10.53 11.68 11,905.63 8,202.75

Total Liabilities (Non-Current Liabilities + Current Liabilities) 158.90 123.53 18.62 44.90 10.40 11.62 10,136.40 7,124.14


companies) (details as per Annexure A) ß ß — — — — 203.46 117.19

Revenue from Operations 65.09 65.89 10.09 18.19 — — 1,202.73 715.08

Profit/(Loss) Before Tax (8.20) (12.67) (3.53) (2.65) 0.10 — 251.32 147.14

Tax Expenses — — — — 0.03 — 85.61 46.84

Profit/(Loss) for the Year (8.20) (12.67) (3.53) (2.65) 0.07 — 165.71 100.30


(including on Preference Shares) Nil Nil Nil Nil Nil Nil 0.07 0.05


Aditya Birla Securities Aditya Birla Insurance Aditya Birla Money Aditya Birla Money InsurancePrivate Limited Brokers Limited Mart Limited Advisory Services Limited



Reserves and Surplus (0.03) (0.02) 27.80 25.50 (141.53) (135.85) (18.19) (17.42)

Total Assets (Non-Current Assets + Current Assets) 0.05 0.02 63.21 48.00 37.11 43.70 2.87 5.79

Total Liabilities (Non-Current Liabilities + Current Liabilities) 0.02 0.01 32.71 19.80 58.64 59.55 20.57 22.72


companies) (details as per Annexure A) 0.02 0.02 — — — 1.95 — 2.51

Revenue from Operations — — 82.10 56.99 58.12 65.87 7.89 9.89

Profit/(Loss) Before Tax ß (0.01) 21.18 16.42 (5.67) (3.22) (0.62) 1.37

Tax Expenses — — 7.16 5.25 0.01 — 0.15 —

Profit/(Loss) for the Year ß (0.01) 14.02 11.17 (5.68) (3.22) (0.77) 1.37


(including on Preference Shares) Nil Nil 11.72 5.18 Nil Nil Nil Nil



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Aditya Birla Housing Birla Sun Life Asset Aditya Birla Sun Life AMC Pte.Finance Limited Management Company Limited, Singapore

Limited

Current Previous Current Previous Current Year Previous Year

Year Year Year Year SGD in Mn. ` in Crore SGD in Mn. ` in Crore


Reserves and Surplus 0.85 0.25 476.33 370.69 (8.38) (39.73) (6.26) (27.42)




companies) (details as per Annexure A) — — 327.75 214.03 — — — —

Revenue from Operations — — 488.61 396.39 1.90 9.11 0.98 4.29

Profit/(Loss) Before Tax 0.87 0.16 151.23 121.37 (2.12) (10.13) (2.45) (10.71)

Tax Expenses 0.27 0.05 45.59 34.06 — — — —

Profit/(Loss) for the Year 0.60 0.11 105.64 87.31 (2.12) (10.13) (2.45) (10.71)



Exchange Rate as on 31st March, 2014/2013 — — — — SGD = ` 47.85 SGD = ` 43.81

Aditya Birla Sun Life AMC Limited, Dubai Birla Sun Life AMC (Mauritius) Limited

Current Year Previous Year Current Year Previous Year

US$ in Mn. ` in Crore US$ in Mn. ` in Crore US$ in Mn. ` in Crore US$ in Mn. ` in Crore


Reserves and Surplus (2.14) (12.81) (2.01) (10.91) 0.17 1.05 0.19 1.06




companies) (details as per Annexure A) — — — — — — — —


Profit/(Loss) Before Tax (0.13) (0.76) (0.70) (3.80) 0.60 3.62 0.70 3.79

Tax Expenses — — — — 0.02 0.11 0.02 0.11

Profit/(Loss) for the Year (0.13) (0.76) (0.70) (3.80) 0.58 3.51 0.68 3.68


(including on Preference Shares) Nil Nil Nil Nil 0.60 3.63 0.60 3.27

Exchange Rate as on 31st March, 2014/2013 USD = ` 60.09 USD = ` 54.39 USD = ` 60.09 USD = ` 54.39

India Advantage Fund Limited Aditya Vikram Global Trading House Limited

Current Year (31.12.13) Previous Year (31.12.12) Current Year Previous Year

US$ in Lakh ` in Crore US$ in Lakh ` in Crore US$ in Lakh ` in Crore US$ in Lakh ` in Crore


Reserves and Surplus — — — — (0.13) 0.34 0.05 0.36


Total Liabilities (Non-Current Liabilities + Current Liabilities) — — — — 0.01 ß 0.09 0.05



Revenue from Operations — — — — — — — —

Profit/(Loss) Before Tax — — — — (0.18) (0.02) (0.22) (0.06)

Tax Expenses — — — — — — — —

Profit/(Loss) for the Year — — — — (0.18) (0.02) (0.22) (0.06)



Exchange Rate as on 31st March, 2014/2013 USD = ` 61.89 USD = ` 54.78 USD = ` 60.09 USD = ` 54.39


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Birla Sun Life Trustee ABNL Investment Shaktiman Mega Food Birla Sun Life InsuranceCompany Private Limited Limited Park Limited Company Limited


Share Capital (Equity and Preference) 0.02 0.02 21.00 21.00 0.01 0.01 1,901.21 1,969.50

Reserves and Surplus 0.37 0.33 16.83 15.19 (0.07) (0.02) (644.59) (721.88)

Total Assets (Non-Current Assets + Current Assets) 0.40 0.35 40.51 42.62 0.33 0.32 25,704.82 23,842.63

Total Liabilities (Non-Current Liabilities + Current Liabilities) 0.01 ß 2.68 6.43 0.39 0.33 24,448.20 22,595.01


companies) (details as per Annexure A) 0.33 0.32 0.03 0.05 — — 24,774.65 22,929.22

Revenue from Operations 0.05 0.05 1.29 3.08 — — 4,701.87 5,036.73

Profit/(Loss) Before Tax 0.05 0.05 2.45 2.63 (0.05) (0.01) 370.75 541.50

Tax Expenses 0.01 0.01 0.81 0.63 — — — —

Profit/(Loss) for the Year 0.04 0.04 1.64 2.00 (0.05) (0.01) 370.75 541.50


(including on Preference Shares) Nil Nil Nil Nil Nil Nil 81.90 367.15


Indigold Trade and Services ABNL IT & ITES Madura Garments Lifestyle Pantaloons Fashion &Limited Limited Retail Company Limited Retail Limited


Share Capital (Equity and Preference) 69.52 5.95 26.03 0.05 108.89 108.89 93.30 847.32*

Reserves and Surplus 1,022.17 (0.26) 419.00 (2.48) 13.43 48.71 486.19 (77.80)

Total Assets (Non-Current Assets + Current Assets) 1,091.97 870.81 446.56 449.90 559.91 555.57 2,153.25 2,882.27

Total Liabilities (Non-Current Liabilities + Current Liabilities) 0.28 865.12 1.53 452.33 437.59 397.97 1,573.76 2,112.75


companies) (details as per Annexure A) — — — — — — 5.99 800.00

Revenue from Operations — — — — 296.68 253.73 1,661.21 1,285.14

Profit/(Loss) Before Tax 1.55 0.12 (7.19) (2.48) (4.07) 13.45 (187.71) (68.89)

Tax Expenses 1.03 0.53 — ß — — — ß

Profit/(Loss) for the Year 0.52 (0.41) (7.19) (2.48) (4.07) 13.45 (187.71) (68.89)




* Includes Share Suspense

Aditya Birla Minacs Aditya Birla Minacs BPO Aditya Birla Minacs Philippines Inc.Worldwide Limited Private Limited

Current Previous Current Previous Current Year Previous YearYear Year Year Year PHP in Mn. ` In Crore PHP in Mn. ` In Crore


Reserves and Surplus 85.28 176.61 0.06 0.06 16.26 2.17 (36.83) (4.94)





Revenue from Operations 396.94 341.24 — 17.15 707.60 98.16 537.43 70.64

Profit/(Loss) Before Tax 40.07 38.11 0.06 0.25 103.96 14.42 62.62 8.23

Tax Expenses 0.09 0.59 0.06 0.08 3.40 0.47 0.11 0.01

Profit/(Loss) for the Year 39.98 37.52 ß 0.17 100.56 13.95 62.51 8.22



Exchange Rate as on 31st March, 2014/2013 — — — — PHP = ` 1.33 PHP = ` 1.34


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AV Transworks Limited, Canada Aditya Birla Minacs Worldwide Inc., Canada


CAD in Mn. ` in Crore CAD in Mn. ` in Crore CAD in Mn. ` in Crore CAD in Mn. ` in Crore


Reserves and Surplus (47.53) (258.30) 0.73 3.91 (27.28) (148.29) (26.48) (141.37)





Revenue from Operations — — — — 163.42 937.23 161.74 878.48

Profit/(Loss) Before Tax (48.26) (276.77) ß (0.01) 11.95 68.54 11.57 62.87

Tax Expenses — — — — 2.24 12.83 (0.21) (1.14)

Profit/(Loss) for the Year (48.26) (276.77) ß (0.01) 9.71 55.71 11.78 64.01


(including on Preference Shares) Nil Nil Nil Nil 10.51 60.28 Nil Nil

Exchange Rate as on 31st March, 2014/2013 CAD$ = ` 54.35 CAD$ = ` 53.39 CAD$ = ` 54.35 CAD$ = ` 53.39

Minacs Worldwide S.A. de C.V., Mexico The Minacs Group (USA) Inc.


MXN in Mn. ` in Crore MXN in Mn. ` in Crore US$ in Mn. ` in Crore US$ in Mn. ` in Crore


Reserves and Surplus 0.66 0.30 (0.26) (0.11) 18.07 108.55 15.04 81.80

Total Assets (Non-Current Assets + Current Assets) 9.44 4.34 — — 93.47 561.63 86.32 469.49




Revenue from Operations 8.47 3.95 — — 236.57 1,447.68 205.11 1,116.60

Profit/(Loss) Before Tax 0.92 0.43 (0.21) (0.09) 5.12 31.31 6.57 35.75

Tax Expenses — — — — 2.09 12.80 2.06 11.21

Profit/(Loss) for the Year 0.92 0.43 (0.21) (0.09) 3.03 18.51 4.51 24.54



Exchange Rate as on 31st March, 2014/2013 MXN = ` 4.60 MXN = ` 4.41 USD = ` 60.09 USD = ` 54.39

Bureau Collections Recovery, LLC (USA) Bureau of Collections (BCR) Recovery Inc., Canada


US$ in Mn. ` in Crore US$ in Mn. ` in Crore CAD in Mn. ` in Crore CAD in Mn. ` in Crore

Share Capital (Equity and Preference) 0.02 0.12 0.02 0.11 — — 0.01 0.05

Reserves and Surplus 2.68 16.07 2.64 14.35 — — (0.01) (0.04)

Total Assets (Non-Current Assets + Current Assets) 3.89 23.37 4.23 23.03 — — ß 0.01

Total Liabilities (Non-Current Liabilities + Current Liabilities) 1.19 7.18 1.57 8.57 — — — —



Revenue from Operations 3.49 25.22 6.30 34.30 — — — —

Profit/(Loss) Before Tax (1.87) (13.52) (1.43) (7.76) (0.01) (0.05) ß (0.03)

Tax Expenses (1.91) (13.77) (1.64) (8.93) — — — —

Profit/(Loss) for the Year 0.04 0.25 0.21 1.17 (0.01) (0.05) ß (0.03)



Exchange Rate as on 31st March, 2014/2013 USD = ` 60.09 USD = ` 54.39 CAD$ = ` 54.35 CAD$ = ` 53.39


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Minacs Limited, UK Minacs Worldwide GmbH, Germany


GBP in Mn. ` in Crore GBP in Mn. ` in Crore Euro in Mn. ` in Crore Euro in Mn. ` in Crore

Share Capital (Equity and Preference) ß 0.01 ß 0.01 0.03 0.21 0.03 0.17

Reserves and Surplus 0.56 5.61 0.46 3.81 3.04 25.19 2.82 19.64



Details of Investments (excluding investments in subsidiarycompanies) (details as per Annexure A) — — — — — — — —



Tax Expenses 0.03 0.28 0.02 0.20 0.10 0.77 0.09 0.64

Profit/(Loss) for the Year 0.10 0.93 0.08 0.62 0.22 1.75 0.22 1.51

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Shares) Nil Nil Nil Nil Nil Nil Nil Nil

Exchange Rate as on 31st March, 2014/2013 GBP = ` 100.17 GBP = ` 82.32 EURO = ` 82.76 EURO = ` 69.54

Minacs Kft., Hungary Aditya Birla Minacs BPO Limited, UK


HUF in Mn. ` in Crore HUF in Mn. ` in Crore GBP in Mn. ` in Crore GBP in Mn. ` in Crore


Reserves and Surplus 116.92 3.15 104.88 2.37 1.23 12.32 1.06 8.73



Details of Investments (excluding investments in subsidiarycompanies) (details as per Annexure A) — — — — — — — —



Tax Expenses 6.83 0.18 5.17 0.13 0.05 0.44 ß 0.02

Profit/(Loss) for the Year 12.04 0.32 5.49 0.13 0.17 1.45 0.01 0.06

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Shares) Nil Nil Nil Nil Nil Nil Nil Nil

Exchange Rate as on 31st March, 2014/2013 HUF = ` 0.27 HUF = ` 0.23 GBP = ` 100.17 GBP = ` 82.32

Annexure ‘A’ to Note: 38A) Details of Investments of Birla Sun Life Insurance Company Limited

` in Crore

Shareholders Policyholders Assets Held to Cover TotalLinked Liabilities


LONG-TERM INVESTMENTS1. Government Securities and Government

Guaranteed Bonds including Treasury Bills 531.15 642.11 1,225.70 858.33 2,865.87 2,674.28 4,622.72 4,174.72

2. Other Approved Securities 49.73 44.73 79.84 52.26 35.45 94.28 165.02 191.27

3. Other Investments

(a) Debentures/Bonds 187.17 207.34 367.91 305.06 1,865.26 1,865.56 2,420.34 2,377.96

(b) Equity Shares — — 27.03 10.25 8,817.49 7,989.16 8,844.52 7,999.41

(c) Preference Shares — — 0.20 — 7.64 — 7.84 —

(d) Other Securities 9.90 9.90 18.52 43.52 115.10 325.10 143.52 378.52

4. Investments in Infrastructure andSocial Sector 341.43 372.14 517.04 312.86 3,012.98 2,633.31 3,871.45 3,318.31

5. Other than Approved Investments 1.25 29.65 0.52 1.21 266.22 619.36 267.99 650.22

Sub-Total (A) 1,120.63 1,305.87 2,236.76 1,583.49 16,986.01 16,201.05 20,343.40 19,090.41SHORT-TERM INVESTMENTS

1. Government Securities and Government

Guaranteed Bonds including Treasury Bills — 8.57 179.15 267.27 44.46 58.38 223.61 334.22

2. Other Approved Securities

— Fixed Deposits 30.00 — 95.00 11.00 716.31 374.05 841.31 385.05

— Others 3.57 10.20 165.64 139.67 751.83 740.43 921.04 890.30

3. Other Investments

(a) Mutual Funds 31.43 — 42.91 — — — 74.34 —

(b) Debentures/Bonds 5.00 10.00 5.00 106.10 387.92 565.04 397.92 681.14

4. Investments in Infrastructure andSocial Sector — 34.46 8.00 100.84 234.48 283.08 242.48 418.38

5. Other than Approved Investments 138.58 1.59 68.26 13.09 953.79 605.99 1,160.63 620.67

Sub-Total (B) 208.58 64.82 563.96 637.97 3,088.79 2,626.97 3,861.33 3,329.76Other Assets

1. Bank Balances 164.52 177.60 164.52 177.60

2. Interest Accrued on Investments 322.56 282.00 322.56 282.00

3. Fund Charges — — — —

4. Outstanding Contract (Net) 82.84 49.45 82.84 49.45

Sub-Total (C) — — — — 569.92 509.05 569.92 509.05Total (A + B + C) 1,329.21 1,370.69 2,800.72 2,221.46 20,644.72 19,337.07 24,774.65 22,929.22


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` in Crore


B) Details of Investments of Aditya Birla Financial Services Private LimitedNon-Current Investments

Others – Private Equity 190.59 135.23Current Investments

Mutual Fund 1.44 2.27

Total 192.03 137.50C) Details of Investments of Aditya Birla Capital Advisors Private Limited

Current InvestmentsMutual Fund 21.75 15.07

Total 21.75 15.07D) Details of Investments of Aditya Birla Trustee Company Private Limited


Total 0.19 0.14E) Details of Investments of Aditya Birla Finance Limited

Non-Current InvestmentsEquity Shares 0.46 0.47Preference Shares 12.49 12.98Debentures/Bonds 0.07 75.00Others (PMS) 4.38 4.55

Current InvestmentsOthers (Commercial Papers) 186.06 24.19

Total 203.46 117.19F) Details of Investments of Aditya Birla Securities Private Limited


Total 0.02 0.02G) Details of Investment of Aditya Birla Money Insurance Advisory Services Limited

Current InvestmentsMutual Fund — 2.51

Total — 2.51H) Details of Investment of Aditya Birla Money Mart Limited


Total — 1.95I) Details of Investment of ABNL Investment Limited


Total 0.03 0.05J) Details of Investment of Pantaloons Fashion & Retail Limited

Current InvestmentsDebenture (Optionally Fully Convertible Debentures of Future Retail India Limitederstwhile Pantaloon Retail India Limited) — 800.00Mutual Fund 5.99 —

Total 5.99 800.00K) Details of Investment Aditya Birla Customer Services Private Limited


Total — 0.70L) Details of Investment of Birla Sun Life Asset Management Company Limited

Non-Current InvestmentsMutual Fund 50.00 —Debentures/Bonds 1.11 1.11Others 0.05 0.05

Current InvestmentsEquity Shares 0.15 —Mutual Fund 276.44 212.87

Total 327.75 214.03M) Details of Investment of Birla Sun Life Trustee Company Private Limited

Non-Current InvestmentsMutual Fund 0.04 0.04


Total 0.33 0.32


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NOTE: 39

SCHEME OF ARRANGEMENT

(i) In the previous year ended March 31, 2013, pursuant to the Scheme of Arrangement (the ‘Scheme’) under Sections 391 to 394of the Companies Act, 1956, the fashion retail business called the ‘Pantaloon Format’ (hereinafter referred to as ‘demergedundertaking’) of Pantaloon Retail (India) Limited (hereinafter referred to as ‘PRIL’ or ‘demerged company’), as approved by themembers at a court convened meeting approved by the shareholders of Pantaloons Fashion & Retail Limited (Formerly PeterEngland Fashions and Retail Limited, hereinafter referred to as PFRL or ‘resulting company’) and PRIL, and subsequently

sanctioned by the Hon’ble High Court of Bombay, vide its order dated March 1, 2013, has been transferred by way ofdemerger to PFRL on a going concern basis with effect from 8th April, 2013. The Scheme was operative from the appointeddate, i.e., July 1, 2012.

(ii) In terms of the Scheme, all the assets and liabilities comprised in the Demerged undertaking had been transferred and standsvested with the resulting company with effect from the Appointed Date, i.e., 1st July, 2012, at their respective book value onthat date.

(iii) In accordance with the Scheme, the resulting company had acquired the following assets and liabilities as on the appointeddate of the demerged undertaking at book value as set out below:

` in Crore

Particulars

Assets Taken Over

Fixed Assets (Net Block) 529.67

Capital Work-in-Progress 22.94

Inventories 342.61

Trade Receivables 4.84

Cash and Bank Balances 3.21

Loans and Advances 51.62 954.89

Liabilities Taken Over

Loans 1,600.00

Trade Payables 336.38

Statutory Liabilities (Net) 6.24

Other Liabilities 53.33 1,995.95

Net Liabilities Taken Over 1,041.06

Consideration of 46,316,518 Equity Shares of ` 10 each as per the Scheme 46.32

Deficit Adjusted in Goodwill 1,087.38

Add: Adjustment due to change in accounting practices 80.18

Goodwill 1,167.56

(iv) 46,316,518 Equity Shares of ` 10/- each, fully paid-up of the PFRL, were issued to the holder of Equity Shares of PRIL,whose names were registered in the register of members on the record date, without payment being received in cash,

respectively, in the ratio of 1 (One) fully paid Equity Shares of ` 10/- each of PFRL for every 5 (Five) fully paid-up EquityShares held in PRIL.

(v) Further, expenses incidental to the Scheme or its implementation of ` 9.10 Crore being the resulting company share had beenadjusted from the reserves of the resulting company, in accordance with the respective scheme.

(vi) Post-implementation of the Scheme, Indigold Trade and Services Limited (ITSL), a wholly owned subsidiary of the Company,has made an Open Offer to the public shareholders of PFRL at a price of ` 175 per share and acquired additional 17.87% ofthe issued and paid-up capital of PFRL, as a result of this the Company’s holding in PFRL increased to 67.95%.

(vii) In view of the aforesaid arrangement the figures for the previous period are strictly not comparable.


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NOTE: 40

OTHER SIGNIFICANT NOTES

(i) The Board of Directors of the Company has approved allotment of 98.20 Lakh Equity Shares of ` 10/- each at a premium of` 900.86 each on 8th November, 2013, against warrant allotted on a preferential basis to the promoter and promoter groupcompany. The Company has received an amount of ` 670.84 Crore (excluding receipt of ` 223.62 Crore received on allotmentof warrant) on exercise of warrants. The receipt from the preferential allotment of the warrants has been fully utilised.

(ii) Birla Sun Life Asset Management Company Limited and Birla Sun Life Trustee Company Private Limited (earlier joint venturesof the Company) have become subsidiaries of the Company, with effect from 10th October, 2012.

(iii) In respect of a Jointly Controlled Entity of the Company, viz., Idea Cellular Limited (IDEA)

A) The Department of Telecommunications (DoT) conducted auction for the 900 and 1800 MHz spectrum in February 2014.IDEA successfully bid for its requirements in the 11 service areas of Maharashtra, Madhya Pradesh, Kerala, Gujarat,Andhra Pradesh, Haryana, Punjab, Karnataka, Mumbai, Delhi and North East in the 1800 MHz band and for Delhiservice area also in the 900 MHz band at a Group Share in total cost of ` 2,629.98 Crore. As per the payment options

available as part of the auction, IDEA has chosen the deferred payment option by making an upfront payment of GroupShare amounting to ̀ 793.12 Crore and balance amount is recognised as “Deferred Payment Liabilities towards Spectrum”under Unsecured Loans. This spectrum, which is yet to be earmarked and allotted to IDEA as on March 31, 2014, is fora twenty-year period.

B) In the pending matter of transfer of licenses for service areas of Punjab and Karnataka, pursuant to amalgamation oferstwhile Spice Communications Limited with IDEA, DoT has transferred these licenses in the name of IDEA uponsubmission of an undertaking as directed by the Hon’ble Supreme Court in its order dated January 29, 2014.

C) The scheme of arrangement under Sections 391 to 394 of the Companies Act, for transfer of all assets and liabilities oferstwhile Idea Cellular Towers Infrastructure Limited (a 100% subsidiary of IDEA), Vodafone Infrastructure Limited andBharti Infratel Ventures Limited to joint venture of IDEA Indus Towers Limited (Indus), with an appointed date of April 1,2009, was approved by the Hon’ble High Court of Delhi on April 18, 2013, and became effective on June 11, 2013, beingthe date of the last filing of certified copies of the Order of the Court sanctioning the Scheme with the relevant Registrarof Companies. The scheme has been accounted as amalgamation in the nature of purchase as it does not meet theconditions required for amalgamation in the nature of merger as specified in Accounting Standard-14 (AS-14). Pursuant

to the Scheme, Indus has recorded assets of the transferor companies at their fair values and liabilities and reserves attheir respective book values and the resultant difference has been credited to General Reserve, which, as per thescheme, is to be treated as free reserve. The Scheme also provides specified purposes for which this General Reservecan be utilised.

Had the accounting treatment as per AS-14 been followed, the general reserve account of the group as at March 31,2014, would have been lower by ` 99.14 Crore, capital reserve would have been higher by ` 132.69 Crore, profit duringthe year and surplus in the Statement of Profit and Loss as on March 31, 2014, would have been lower by ` 33.55 Crore.

Subsequent to the scheme becoming effective, Income Tax authorities have filed appeals before the Division Bench ofthe Hon’ble High Court of Delhi challenging the above order dated April 18, 2013, approving the scheme of amalgamationof Idea Cellular Towers Infrastructure Limited, Vodafone Infrastructure Limited and Bharti Infratel Ventures Limited intoIndus Towers Limited. The said appeals are yet to be admitted by the Hon’ble Court.

Further, Income Tax authorities have also filed appeals before respective Hon’ble High Courts challenging de-merger ofPI undertaking from their holding companies to Idea Cellular Towers Infrastructure Limited, Vodafone Infrastructure Limitedand Bharti Infratel Ventures Limited, respectively. All these appeals are pending before Hon’ble High Courts for condonation

of delay in filing.

(iv) A) The CFS of Aditya Birla Minacs Worldwide Inc. and the Financial Statements of Aditya Birla Minacs Philippines Inc. havebeen prepared and audited under Canadian Generally Accepted Accounting Principles (GAAP) and Philippines GAAP,respectively. These financial statements have been restated as per Indian GAAP for the purpose of Consolidation.

B) For the purpose of consolidation, Aditya Vikram Global Trading House Limited is considered as integral operations andAV TransWorks Limited, Aditya Birla Minacs Worldwide Inc. (CFS), Aditya Birla Minacs Philippines Inc., Birla Sun LifeAMC (Mauritius) Ltd., Aditya Birla Sun Life AMC Ltd., Dubai, and Aditya Birla Sun Life AMC Pte. Ltd., Singapore, are

considered as non-integral operations.

(v) Pursuant to a Share Purchase Agreement (‘SPA’) between the Company and Mr. Prataph C. Reddy and others, ErstwhilePromoters, Aditya Birla Money Limited (ABML), a subsidiary of the Company, dated August 28, 2008, the Company hadagreed to acquire 31 million equity shares in ABML. The transaction was completed on March 6, 2009.

As per the SPA, the Erstwhile Promoters had agreed to indemnify and hold harmless the Company to the extent of any Losses,resulting from or consequent upon or relating to such breach of representations or warranties, covenants or agreement includingbut not limited to the recoveries of receivables and other assets in the books of ABML, contingencies on tax and related

matters, etc.


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Subsequent to the completion of the above transaction, the Company noted several breaches of representations and warrantiesincluding but not limited to non-recovery of debtors, irrecoverable advances, missing fixed assets, etc. Accordingly, theCompany based on its internal assessment of the recoverability of receivables, fixed assets, other assets and matters relatingto tax and other contingencies arrived at an amount of ̀ 16.66 Crore as losses incurred on account of breach of representationwarranties in the SPA. Further, the Company, vide its letter dated March 5, 2011, made a separate claim of ` 0.52 Crore foramounts becoming due and payable on accounts of various cases initiated by the customers of the ABML. The Company

invoked the arbitration mechanism and filed their Statement of Claim on February 26, 2011, with the Arbitration Tribunal.

Pending the final outcome of the arbitration proceedings, ABML has identified all such receivables, assets, etc., which havenot been recovered and other items, which are the subject matter of the claim to the extent they are in the books of account ofthe ABML as at March 31, 2014, aggregating ` 14.90 Crore (Previous Year: ` 14.90 Crore) and disclosed the same in Short-term Loans and Advances in Note 12B of the Balance Sheet, as these amounts would be paid directly to the ABML by theErstwhile Promoters at the direction of the Company as and when the settlement happens.

Both parties completed filing of documents. On July 4, 2012, a hearing was held, and M/s. Delloitte Haskins & Sells was asked

to act as auditors by the Arbitrators with a mandate to submit a report on whether from an accounting perspective, includingthe accounting treatment that has been given to the items set out in the Statement of Claim, the amounts as claimed arecorrect as per accounting practice.

The arbitral tribunal then directed the Claimants and Respondents to file their objections, if any, to the audit report submittedby M/s. Deloitte Haskins & Sells and had also directed the Respondent to file their list of witnesses (if any) by the end of April2013. The Respondents filed their objections to the audit report and the Company had also filed its reply to the said objections.

Arguments in rebuttal by the Claimant was completed on October 25, 2013, and written submissions were filed by October

29, 2013. The tribunal has reserved the award.

Based on legal opinion received and internal assessment, the Company is confident of recovering the entire dues through thearbitration process and passing the benefit thereof to the ABML against which these loss assets can be set-off in the future.Accordingly, the Company is of strong view that these amounts are recoverable.

(vi) The Actuarial liabilities of Life Insurance Business are calculated in accordance with accepted actuarial practice, requirementsof the Insurance Act, 1938, Regulations notified by the IRDA and Practice Standard prescribed by the Institute of Actuaries ofIndia.

(vii) Figures of ` 50,000 or less have been denoted by ‘ß’.

(viii) Previous Year’s figures have been regrouped/rearranged, wherever necessary.








B.R. GUPTA

SUSHIL AGARWAL DirectorsWhole-time Director & CFO




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FORM OF PROXY

ADITYA BIRLA NUVO LIMITEDCIN: L17199GJ1956PLC001107

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

Email: [email protected]; Website: www.adityabirlanuvo.com Tel.: 2876 245711/ 248401; Fax: 2876 243220

FORM OF PROXY

ANNUAL GENERAL MEETING ON 11TH SEPTEMBER, 2014 AT 11.30 A.M.

Name of the Member(s)

Registered Address

E-Mail Id

Folio No./ Client Id DP ID

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

1. ________________ of __________________ having e-mail id ____________________ or failing him/her

2. ________________ of __________________ having e-mail id ____________________ or failing him/her

3. ________________ of __________________ having e-mail id _____________________

As my / our proxy to attend and vote (on a poll) for me / us and on / my behalf at the Annual General

Meeting of the Company to be held on Thursday the 11th September, 2014 at 11.30 a.m. at Indian Rayon

Compound, Veraval – 362 266, Gujarat and at any adjournment thereof in respect of such resolutions as

are indicated below

Resolution Resolutions Optional*No. For Against

1. Adoption of Financial Statement for the year ended 31st March, 2014.

2. To declare and sanction the payment of Dividend on equity and

preference shares of the Company for the financial year 2013-14.

3. Re-appointment of Mrs. Rajashree Birla as a Director of the Company,

who retires by rotation.

4. Re-appointment of Mr. B. L. Shah as a Director of the Company, who

retires by rotation.

5 Appointment of M/s. Khimji Kunverji & Co. as the Joint Statutory Auditors

of the Company.

6(i) Appointment of M/s. Khimji Kunverji & Co. as the Branch Auditors of

the Company in respect of Insulators Division at Halol & Rishra.

6(ii). Appointment of M/s. Khimji Kunverji & Co. and M/s. K. S. Aiyar & Co. as

the Joint Branch Auditors of the Company in respect of Indian Rayon

Division, Veraval.

✄

✄


CMYK

Aditya Birla Nuvo LimitedFORM OF PROXY

6(iii). Appointment of M/s. Deloitte Haskins & Sells as the Branch Auditors of

the Company for Madura Fashion & Lifestyle Division, Bengaluru.

7. Appointment of S R B C & Co. LLP as the Joint Statutory Auditors of the

Company.

8. Appointment of S R B C & Co. LLP as the Branch Auditors of the

Company in respect of Jaya Shree Textiles Division, Rishra and Indo

Gulf Fertilisers Division, Jagdishpur.

9 Appointment of Ms. Tarjani Vakil as an Independent Director.

10. Appointment of Mr. P. Murari as an Independent Director.

11. Appointment of Mr. Subhash Chandra Bhargava as an Independent

Director.

12. Appointment of Mr. Gian Prakash Gupta as an Independent Director.

13. Appointment of Mr. Baldev Raj Gupta as an Independent Director.

14. Appointment of Mr. Lalit Naik as the Managing Director of the Company

for a term of five years w.e.f. 1st July, 2014, subject to retirement by

rotation.

15. To partially modify / amend the terms of appointment of Mr. Sushil

Agarwal as Whole time Director of the Company, so as to make him

liable to retire by rotation.

16. To consider re-appointment of Mr. Sushil Agarwal as a Director of the

Company.

17. To approve the payment of remuneration to the Non- Executive Directors

of the Company.

18. To approve the offer or invitation to subscribe to Non- Convertible

Debentures on a private placement basis.

19. To adopt new Articles of Association of the Company containing

regulations in conformity with the provisions of Companies Act, 2013.

20. To authorize the Board to create a mortgage/ charge on the Company’s

movable or immovable property for an aggregate amount not exceeding

` 1,500 Crore over and above the paid-up capital and free reserves.

21. To authorize the Board to borrow money for an aggregate amount not

exceeding ` 1,500 Crore over and above the aggregate of paid-up

capital and free reserves.

22. To ratify the remuneration of the Cost Auditors of the Company for the

financial year ending 31st March, 2015.

Resolution Resolutions Optional*No. For Against

Signed this ______________________ day of _________________________ 2014.

Signature of Shareholder: ____________________________________________

Signature of Proxy holder(s): __________________________________________

Note:

1. This form of proxy, in order to be effective should be duly completed and deposited at the Registered Office of the Company,

not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Annual General Meeting.

*3. It is optional to put an “X” in the appropriate column against the Resolution indicated in the Box. If you leave the ‘For’ or

‘Against’ column blank against the Resolutions, your Proxy will be entitled to vote in the manner as he / she thinks appropriate.

4. Please complete all details including details of member(s) in above box before submission.

Affix

Revenue

Stamp

Mr. Aditya BirlaWe live by his values.Integrity, Commitment, Passion, Seamlessness and Speed.

CMYK

ADITYA BIRLA NUVO & ITS SUBSIDIARIES / JOINT VENTURES

ADITYA BIRLA NUVO LTD. : Fashion & Lifestyle, Manufacturing (Agri, Viscose

Filament Yarn, Caustic Soda and Allied Chemicals,

Insulators)

I) ADITYA BIRLA FINANCIAL SERVICESSubsidiaries� Birla Sun Life Insurance Company Ltd.

[JV with Sun Life Financial Inc of Canada] : Life Insurance

� Aditya Birla Financial Services Pvt. Ltd. (“ABFSPL”) : Core Investment Company

� Aditya Birla Money Ltd. : Equity Broking

� Aditya Birla Commodities Broking Ltd. : Commodities Broking

� Aditya Birla Capital Advisors Pvt. Ltd. : Private Equity Investment, Advisory & Management

Services

� Aditya Birla Trustee Company Pvt. Ltd. : Trustee of Private Equity Fund

� Aditya Birla Customer Services Pvt. LtdFinancial & IT enabled services

� Aditya Birla Financial Shared Services Ltd.

� Aditya Birla Insurance Brokers Ltd. : Composite Non-life Insurance Advisory and Broking

� Aditya Birla Finance Ltd. : NBFC / Fund Based Lending

� Aditya Birla Securities Private Ltd. : Financial Services

� Aditya Birla Money Mart Ltd. : Wealth Management & Distribution

� Aditya Birla Money Insurance Advisory Services Ltd. : Life Insurance Advisory – Corporate Agent

� Birla Sun Life Asset Management Company Ltd.

[JV with Sun Life Financial Inc of Canada]

� Birla Sun Life AMC (Mauritius) Ltd.

� Aditya Birla Sun Life AMC Ltd., Dubai Asset Management

� Aditya Birla Sun Life AMC Pte. Ltd., Singapore

� India Advantage Fund Limited

� Birla Sun Life Trustee Company Pvt. Ltd.

[JV with Sun Life Financial Inc of Canada] : Trustee of Birla Sun Life Mutual Fund

� Aditya Birla Housing Finance Limited. : Housing Finance

� ABNL Investment Ltd. : Property Investment

II) IT-ITeS SUBSIDIARIES� ABNL IT & ITES Limited Business Process Outsourcing Services and

� Aditya Birla Minacs BPO Pvt. Ltd., India Software Services (erstwhile)

III) GARMENTS & OTHER SUBSIDIARIES� Madura Garments Lifestyle Retail Company Ltd.

� Indigold Trade & Services Ltd. Branded Apparel and Accessories

� Pantaloons Fashion and Retail Ltd

� Aditya Vikram Global Trading House Ltd. : International General Trade

� Shaktiman Mega Food Park Pvt. Ltd. : Food Park

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

* As on 26th June, 2014

NUVO

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14Aditya 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

CMYK

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CMYK
