DIRECTORS' REPORT TO THE SHAREHOLDERS Dear Shareholders, We are pleased to present the 58th Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2015. MACRO-ECONOMIC SCENARIO India's economy made a soft recovery in fiscal 2014-15, with an estimated GDP growth at 7.4% compared to 6.9% in the previous year. Many positive developments were witnessed. Among them were lowering of fiscal and current account deficits, declining inflation and benign global commodity prices. The moderation in inflation prompted the Reserve Bank of India • ("RBI") to cut interest rates to spur economic growth. Structural reforms to boost investments remained high on the Government's agenda. The World Bank and the International Monetary Fund have forecast India's GDP to grow at 7.5% in 2015, outpacing China to become the world's fastest growing economy. The Government's continued focus on policy reforms for encouraging infrastructure investments, improving the ease of doing business, financial inclusion measures, and initiatives like 'Make in India' are expected to be vital contributors towards achieving economic growth and • advancement going forward. CONSOLIDATED FINANCIAL PERFORMANCE Your Company has posted sound earnings growth and improved performance across most of the businesses. Consolidated revenue grew by 2% to Rs. 26,516 Crore. On a like-to-like basis, i.e., excluding IT-ITeS business, which was divested w.e.f. 9th May, 2014, year-on-year revenue growth was 14%. EBITDA surged by 18% to Rs. 5,798 Crore. Net Profit rose by 24% to Rs. 1,416 Crore. Financial Services and Telecom businesses were the major contributors to ^ earnings growth, followed by the Fashion & Lifestyle business. Key Highlights: • Aditya Birla Financial Services ("ABFS") is a significant non-bank financial services player having a diversified portfolio with 10 lines of businesses. Its funds under management grew year-on-year by 35% to Rs. 164,940 Crore. The Lending book of the NBFC business expanded by 52% to Rs.17,550 Crore. ABFS is entering into strategic partnerships and investing in promising sectors to tap sector growth opportunities. It has commenced Housing Finance business operations in October 2014 and is planning to foray in the health insurance sector through a joint venture with MMI holdings, a leading South African based financial services group. The Fashion & Lifestyle business of your Company is India's #1 branded menswear player through Madura Fashion & Lifestyle, and the # 1 branded womenswear retailer through Pantaloons. To fortify its market leadership, the Fashion & Lifestyle business is scaling up its retail stores as well as its online presence through TRENDIN.com. Trusted by 10.8 million loyalty customers, it has the widest fashion retail presence in India, with 1869 exclusive brand outlets / stores spanning 4.8 million square feet and 6,000 + additional points of sale. In the Telecom business, Idea Cellular continued its enviable track record of being amongst the fastest growing large Indian mobile operators. Its revenue market share improved year-on-year from 16.1% to 17.5%. In the spectrum auctions held in March 2015, Idea won 79.4 MHz spectrum for about USD 5 billion, laying a solid foundation and visibility for its business growth for the next 20 years. The strong cash profit generation as well as funds raised during the year will support Idea's balance sheet and growth plans. Amongst the divisions, the Linen segment of Jaya Shree textiles attained higher profitability, led by recent expansion. The business is set to further tap the sector growth opportunity with proposed expansion of its Linen yarn Capacity from 3,400 TPA to 6,200 MTPA. In the Rayon business, the profitability of the VFY segment was off-set by softening of ECU realisation and maintenance shut down in the power plant in the chemicals segment. Agri business earnings improved sharply year-on-year, led by enhanced energy efficiency. However, earnings were lower than the normalised level due a shutdown of the urea plant for 35 days. The Insulators business posted healthy earnings growth despite 42 days disruption / suspension of plant operations due to labour unrest. STANDALONE FINANCIAL PERFORMANCE Your Company's standalone revenue grew by 11% to Rs. 8,938 Crore. In the previous year, net profit was higher by Rs. 209 Crore on account of (a) gain of Rs. 65 Crore on divestment of Carbon Black business (including net tax credit of Rs. 41 Crore) and (b) gain of Rs. 144 Crore on buyback of equity shares by Birla Sun Life Insurance to distribute its surplus funds to the shareholders. As a result, Net Profit at Rs. 528 Crore is lower year-on-year vis-a-vis Rs. 674 Crore reported in the previous year. NEW INTIATIVES/MAJOR ACTIVITIES Consolidation of Branded Apparels businesses To capitalise on its large market presence in the branded fashion space in India, your Company -Aditya Birla Nuvo Ltd. ("ABNL") - has announced consolidation of its branded apparels businesses under its listed subsidiary - Pantaloons Fashion & Retail Ltd. ("PFRL"), through a composite scheme of arrangement ("Scheme") under Sections 391 to 394 of the Companies Act, 1956. As part of the Scheme, Madura Fashion, the branded apparel retailing division of ABNL and Madura Lifestyle, the luxury branded apparel retailing division of Madura Garments Lifestyle Retail Company Limited ("MGLRCL") - a subsidiary of ABNL, will be demerged from the respective companies into PFRL. Pursuant to the demerger, new shares will be issued by PFRL to the respective shareholders of the transferor companies directly. This consolidation will create India's largest pure play branded apparels company by bringing India's #1 branded menswear players and • 1 branded womenswear retailer together. The move will unlock value for the shareholders and give them an opportunity to participate directly in the promising fashion space. The Boards of above companies have approved the following swap ratio which has been recommended by the independent valuers:- • Shareholders of ABNL will get 26 new equity shares of PFRL for every 5 equity shares held in ABNL pursuant to the demerger of Madura Fashion, • Shareholders of MGLRCL will get 7 new equity shares of PFRL for every 500 equity shares held in MGLRCL pursuant to the demerger of Madura Lifestyle, and • Preference shareholder of MGLRCL will get 1 new equity share of PFRL The transaction is subject to the necessary statutory and regulatory approvals including approvals of the respective High Courts, the Stock Exchanges, SEBI, the respective Shareholders and lenders / creditors of each of the companies. The appointed date of the Scheme will be 1 st April 2015. The transaction is expected to be completed in the next 6 to 9 months period. Application for Payments Bank License Your company has applied for obtaining a license to set up a "Payments Bank", in accordance with the Guidelines for Licensing of Payments Bank issued by RBI. Your Company will be the Promoter of the proposed Payments Bank, holding 51% of its equity capital. Idea Cellular will hold the balance 49% of equity capital in the proposed Payments Bank, which may be increased up to 60%, subject to regulatory approvals, as applicable Redemption of Preference Shares: In accordance with the composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Madura Garments Exports Limited and MG Lifestyle Clothing Company Private Limited and Peter England Fashion and Retail Limited, 5000 - 6% Redeemable Cumulative Preference Shares of Rs. 100 each fully paid were issued to Infocyber India Private Limited and Naman Finance & Investment Private Limited respectively on 1st January, 2010. In terms of the issue of the Preference Shares, these Preference Shares were ordinarily redeemable upon completion of five years from 1st January 2010, at face value. However, the Company had the right to redeem the Preference Shares at any time before the due date of redemption by giving 30 days' notice to the shareholders, subject to appropriate approvals as may be necessary. These Preference Shares were redeemed at face value on 29th September, 2014, out of the profits of the Company and dividend was paid thereon for the said period. DIVIDEND For the financial year ended on 31 st March, 2015, your Directors have recommended for your consideration a dividend of: i. Rs. 7 per Equity Share of Rs. 10 each (last year Rs. 7 per Equity Share); and ii. Dividend of Rs. 2.99 per Preference Share of Rs. 100 each paid on 29th September, 2014 pro-rata (last year Rs. 6 per Preference Share). The dividend on the equity shares, if approved by the shareholders, would involve cash outflow of Rs. 109.65 Crore (including Corporate dividend Tax of Rs.18.55 Crore) compared to Rs. 97.73 Crore (including Corporate Dividend Tax of Rs. 6.67 Crore) paid for the year 2013-14. The equity shares as may be allotted upon the exercise of options granted under the Employees Stock Option Schemes and out of the Share Capital Suspense before the Book Closure for payment of dividend will rank paripassu with the existing shares and shall also be entitled to receive the aforesaid dividend. TRANSFER TO RESERVES We propose to transfer Rs. 200 Crore to general reserve. An amount of Rs. 417.98 Crore is proposed to be retained in the profit and loss account of the Company. FINANCE During the year 2014-15, your Company has: - Raised long-term loans, aggregating to Rs. 37.42 Crore by way of Rupee Term Loan (including Finance Lease Liability) and Rs. 300 Crore by way of issue of Non Convertible Debentures (NCDs); - Repaid term loans (including Foreign Currency Borrowings and Finance Lease Liability) aggregating to Rs. 227.88 Crore; - Refinanced foreign currency borrowings aggregating to Rs. 702.97 Crore to get the benefit of lower interest cost. PUBLIC DEPOSITS During the year under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the balance sheet date. CORPORATE GOVERNANCE Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges pertaining to the corporate governance compliances. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Statutory Auditors' Certificate confirming compliance with Clause 49 of the Listing Agreement with Stock Exchanges is given in Annexure I and the same forms part of the Directors' Report. MANAGEMENT DISCUSSION AND ANALYSIS In terms of the provisions of Clause 49 of the Listing Agreement, the Management Discussion and Analysis is set out in this Annual Report. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES Subsidiary Companies During the year,the following changes have taken place in the Subsidiary Companies: • Aditya Birla Financial Services Private Limited, a holding company for all financial services business of the Company except Birla Sun Life Insurance Company Limited, which is held directly by the Company due to regulatory reasons, has been converted into a Public Limited Company viz. Aditya Birla Financial Services Limited on 4th December, 2014 for business expansion and future growth. • Birla Sun Life Pension Management Limited, a wholly owned subsidiary of Birla Sun Life Insurance Company Limited, has been incorporated on 9th January, 2015 for management of pension fund under National Pension Scheme (NPS). The company is registered with Pension Fund Regulatory and Development Authority. • Birla Sun Life Asset Management Company Limited has acquired mutual fund schemes and portfolio accounts from ING Investment Management (India) Pvt. Ltd. in September 2014. • Aditya Birla Customer Services Private Limited, which runs My Universe, an online personal finance management portal, has been converted into a Public Limited Company viz. Aditya Birla Customer Services Limited on 7th January, 2015 for business expansion and future growth. • International Finance Corporation (IFC) has entered into an agreement and acquired stake in Aditya Birla Customer Services Limited in December 2014 for strategic financial investment in the company. • Aditya Birla Housing Finance Limited commenced its housing finance business in October 2014 and built a book size of Rs. 142 Crore as on 31st March 2015. • Aditya Birla Finance Limited, a subsidiary of the Company, sold its entire holding in Aditya Birla Securities Private Limited on 10th September, 2014 to a promoter group Company. Consequently Aditya Birla Securities Private Limited has ceased to be the subsidiary of the Company. • The Company had applied for winding up of Aditya Vikram Global Trading House Limited (AVGTHL), its overseas subsidiary, registered in Mauritius, and on 30th September, 2014 AVGTHL was liquidated and the entire funds available were distributed to the shareholders. Accordingly, the Company has received funds available with AVGTHL. The Policy of determining material subsidiaries may be accessed on the Company's website at the link below: <http://adityabirlanuvo.com/pdf/policy_material> _subsidiaries.pdf JOINT VENTURE IDEA Cellular Limited is the Joint Venture of the Company and continues to be the Joint Venture, during the year under review. ASSOCIATE COMPANIES During the year, the Company has sold its stake in Birla Securities Limited, an Associate Company. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Section 129(3) of the Companies Act, 2013 ("the Act") and the Rules made there under is provided as Annexure II of the Consolidated Financial Statement and hence not repeated for the sake of brevity. The audited financial statements of your Company's subsidiaries and related information have been placed on the website of your Company viz. www.adityabirlanuvo.com Any Member, who is interested in obtaining a copy of audited financial statements of your Company's subsidiaries may write to the Company Secretary at the Registered Office of your Company. CONSOLDATED FINANCIAL RESULTS The Consolidated Financial Statements have been prepared in accordance with the provisions of the Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Agreement with the Stock Exchanges and forms part of the Annual Report. HUMAN RESOURCES Your Company believes that human resources will play a critical role in its future growth. With an unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioural and leadership training programs, knowledge exchange conferences, and providing communication channels for information sharing, to name a few of the initiatives. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year under review, your Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. VIGIL MECHANISM/ WHISTLE BLOWER POLICY In compliance with the provisions of Section 177 (10) of the Act and Clause 49 of the Listing Agreement, your Company has in place a vigil mechanism for the directors and employees to report concerns about unethical behaviour, and actual or suspected fraud or violation of your Company's Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and access to the Chairman of the Audit Committee in exceptional cases is provided to them. The vigil mechanism is posted on the Company's website at www.adityabirlanuvo.com PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information about the employees, is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of your Company during the working hours. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure to the Boards' Report as Annexure III. EXTRACT OF ANNUAL RETURN In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 in Form MGT-9 is given in Annexure IV to this report. BUSINESS RESPONSIBILITY REPORT As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms part of this Annual Report. RELATED PARTY TRANSACTIONS During the financial year, your Company has entered into related party transactions which were on an arm's length basis and in the ordinary course of business. The Company has not entered into any transaction with any related party which could be considered material in accordance with the Listing Agreement and the Policy of the Company on materiality of related party transactions. All related party transactions have been approved by the Audit Committee of the Board of Directors of your Company and the same are being reviewed by it on a periodic basis. The Policy on the Related Party Transactions as approved by the Audit Committee and the Board of your Company is posted on the Company's website viz. www.adityabirlanuvo.com The details of contracts and arrangement with related parties of your Company for the financial year ended 31st March, 2015 is given in Note No. 42 to the financial statements. RISK MANAGEMENT Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to review the risk management plan / process of your Company. This Committee identifies the potential risks, assesses their potential impact and takes timely actions to mitigate the same. The Risk Management framework and the Risk Management approach are covered in the Management Discussion and Analysis forming part of this Annual Report. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY Your Company has in place adequate internal control systems commensurate with the size of its operations. The internal control systems, comprising of policies and procedures, are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations. DIRECTOR'S RESPONSIBILITY STATEMENT The audited accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations. Based on the information and explanations obtained by your Directors from the management of your Company, your Directors state that: i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2015 and of the profit of the Company for the year ended on that date; iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; iv) the Directors have prepared the Annual Accounts of the Company on a going concern basis; v) the Directors have laid down internal financial controls and that such internal financial control are adequate and are operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Note No. 42 to the financial statements. EMPLOYEE STOCK OPTION SCHEMES 2006 and 2013 (ESOS 2006 & ESOS 2013) ESOS - 2006 During the year 5,430 Stock Options have vested in eligible employees. The Nomination and Remuneration Committee ("the Committee") allotted 52,221 equity shares of Rs. 10 each of your Company upon exercise of Stock Options by the employees. ESOS - 2013 During the year, the Committee granted 35,060 Stock Options and 12,630 Restricted Stock Units to eligible employees of your Company subject to the provisions of the Company's Employee Stock Option Scheme ("Scheme - 2013"). 12,559 Stock Options have vested in the option grantees in terms of the provisions of the Scheme 2013. However, no Restricted Stock Units have vested in the option grantees in terms of the provisions of Scheme 2013. The summary information on Options and Restricted Stock Units granted under the above mentioned schemes are provided in Annexure V to this Report. A certificate received from the Statutory Auditors on the implementation of your Company's Employees Stock Option Scheme 2006 and Employees Stock Option Scheme 2013 will be placed at the ensuing Annual General Meeting for inspection by the Members. ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information on conservation of energy, technology absorption, foreign exchange earnings and out go, required to be disclosed pursuant to provision of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given in Annexure VI to this Report. CORPORATE SOCIAL RESPONSIBILITY In terms of the provisions Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mrs. Rajashree Birla. The other Members of the Committee are Ms. Tarjani Vakil, an Independent Director and Mr. Lalit Naik, the Managing Director of your Company. Dr. (Mrs.) Pragnya Ram, Group Executive President, Corporate Communications & CSR, is a Permanent Invitee to the Committee. Your Company also has in place a CSR Policy and the same is available on the website of the Company at www.adityabirlanuvo.com.The Committee places before the Board the details of the activities to be undertaken during the year. Your Company is a caring corporate citizen and lays significant emphasis on the development of the host communities around which it operates. With this intent, the Company has identified several projects relating to Social Empowerment & Welfare, Infrastructure Developments, Sustainable Livelihood, Health Care and Education during the year and initiated various activities in neighbouring villages around the plant locations. The work on several CSR initiatives has gained momentum during the year, resulting in a spend of Rs. 9.61 Crore (the same being 2.04% of the average net profits of the last 3 years as defined for the purposes of CSR). A detailed report is attached as Annexure VII forming part of this report. DIRECTORS Changes in Board constitution - Mr. B. L. Shah, the Non-Executive Director of your Company, resigned from the Board of your Company with effect from 25th September, 2014. Dr. Rakesh Jain stepped down as the Company's Managing Director and as Director from the close of business hours on 30th June, 2014 due to his personal commitments. The Board places on record its deep appreciation for the services rendered by them during their tenure as the Members of the Board. Mr. Lalit Naik, the Deputy Managing Director has been appointed as the Managing Director w.e.f. 1 st July, 2014. Mr. Kumar Mangalam Birla and Mr. T. Chattopadhyay retire from office by rotation and being eligible, have offered themselves for re-appointment. The Directors recommend the said re-appointments. Items seeking your approval on the above re-appointments are included in the Notice convening the Annual General Meeting. Brief resumes of the Directors seeking re-appointments form part of the Notice of the ensuing Annual General Meeting. Further details on the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report. Meetings of the Board - During the year, the Board of Directors of your Company met 5 times to deliberate on various matters. The details of Board Meetings and the meeting of Independent Directors held are given in the Corporate Governance Report. Composition of the Audit Committee - The Board has constituted the Audit Committee which comprises of Ms. Tarjani Vakil, Mr. B. R. Gupta, Mr. G. P. Gupta, and Mr. P. Murari as the members. Other details of the Audit Committee are listed in the Corporate Governance Report. The Audit Committee met 7 times during the year under review. Independent Director's Statement - The Independent Directors on your Company's Board have given their respective declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and Clause 49 of the Listing Agreement. Policy on Appointment and Remuneration of Directors and Key Managerial Personnel - The appointment and remuneration of Directors and KMPs is as per policy of your Company. Annual Evaluation - Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board assessed and evaluated the effectiveness of its functioning and that of the Committees and of the individual Directors by seeking their inputs on various aspects of the Board/Committee Governance. The Nomination and Remuneration Committee (NRC) and the Board have reviewed the performance of the individual directors and the Chairman on the basis of criteria such as contributions at the meetings, their preparedness, inputs, etc., on the issues to be discussed. The details of programme for familiarisation of the Independent Directors of your Company is available on the Company's website viz. www.adityabirlanuvo.com Remuneration Policy - The NRC has formulated the Remuneration policy of your Company which is attached as Annexure VIII to this report. Details of policy are available on the Company's website viz.www.adityabirlanuvo.com KEY MANAGERIAL PERSONNEL During the year, Mrs. Hutokshi Wadia, Company Secretary and Compliance Officer, resigned from the services of the Company, w.e.f. 1st March, 2015, consequent to her movement to another group company. Your Board has appointed Mr. Ashok Malu as the Company Secretary and Compliance Officer of the Company effective 1 st March, 2015. AUDITORS STATUTORY AUDITORS AND THEIR REPORT M/s. Khimji Kunverji & Co., and S R B C & Co. LLP, Joint Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139 (1) of the Act and that they meet with the criteria prescribed under Section 141 of the Act. Your Directors recommend their re-appointment at the ensuing Annual General Meeting. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. COST AUDITOR AND COST AUDIT REPORT In terms of the provisions of the Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have, on the recommendation of the Audit Committee, appointed the following Cost Auditors for conducting the audit of the cost records of the Company for the financial year 2015-16 at the remuneration as mentioned in the Notice convening the AGM:- i) M/s. Ashwin Solanki & Associates, Cost Accountants Firm Registration Number -100392 - for Indian Rayon, Veraval - for Viscose Filament Yarn and Chemicals ii) M/s. K. G. Goyal & Associates, Cost Accountants Firm Registration Number -000024 - for Indo Gulf Fertilisers, Jagdishpur-for Fertilisers iii) M/s. R. Chakraborty & Associates, Cost Accountants Firm Registration Number -100481 - for Jaya Shree Textiles, Rishra - for Textiles, and iv) M/s. S. S. Puranik & Associates, Cost Accountants Firm Registration Number -100313 - for Insulators - Halol & Rishra. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members at the general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Cost Auditors is included in the notice convening the Annual General Meeting. The members are requested to ratify the remuneration payable to the Cost Auditors for 2015-16. Your Compay has filed the Cost Audit and Compliance Report for Financial Year 2014 with the Government. SECRETARIAL AUDITORS In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board has appointed M/s. BNP & Associates, Company Secretaries, Mumbai as the Secretarial Auditor for conducting a Secretarial Audit of your Company for the financial year ended 31 st March, 2015. The report of the Secretarial Auditors is attached as Annexure IX. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. AWARDS AND RECOGNITION • Indo Gulf Fertlisers: i) Global CSR Excellence & Leadership Award for best use of CSR Practice in Manufacturing awarded by World CSR Congress, World CSR Day & World CSR Federation on 17th February, 2015 • Aditya Birla Insulators - Halol Division: i) Greentech foundation "GOLD" Award for outstanding achievements in Best Strategy in Human Resource received from Greentech Foundation for Best Strategy in Human Resource, on 27th June, 2014 ii) Certificate of recognition for Occupational Health & Safety Management System, received from the British Standards Institution (BSI)for maintaining ISO Certifications. • Madura Fashion & Lifestyle: Van Heusen i) Marketing Campaign of the Year - Global Marketing Excellence Awards ii) Retail Marketing Campaign of the Year -Asia Retail Congress iii) Impactful Retail Design - Asia Retail Congress iv) Social Media Campaign of the Year - Asia Retail Congress v) Best use of LinkedIn - Asia Retail Congress vi) Best use of Twitter - Asia Retail Congress vii) Best Loyalty program of the year - AIMIA loyalty awards viii) Best Design concept of the year - Images Fashion Awards ix) Most Valuable Brand in the clothing category - WCRC Allen Solly i) Social Media Awards - (Best Use of Twitter Award) - Youth Marketing Forum ii) Best Menswear Brand - (Western wear) - Images Fashion Awards OTHER DISCLOSURES • Your Company has not issued:- any shares with differential voting; - any sweat equity shares • There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. • There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report. • There was no revision in the financial statements. APPRECIATION Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing cooperation and support provided by Central and State Governments and all Regulatory bodies. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company's growth. For and on behalf of the Board Kumar Mangalam Birla Chairman (DIN: 00012813) Place : Mumbai, date : 14th May, 2015 |