The are pleased to present the 58th Annual Report together with the
Audited Financial Statements of your Company for the year ended 31st
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
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.
- 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
- 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
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-?-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
- Preference shareholder of MGLRCL will get 1 new equity share of PFRL
The transaction is subject to the necessary statutory and regulatory
approvals including approvals of the respective High Courts, the Stock
Exchanges, SEBI, the respective Shareholders and lenders / creditors of
each of the companies. The appointed date of the Scheme will be 1st
April 2015. The transaction is expected to be completed in the next 6
to 9 months period.
Application for Payments Bank License
Your company has applied for obtaining a license to set up a "Payments
Bank", in accordance with the Guidelines for Licensing of Payments Bank
issued by RBI. Your Company will be the Promoter of the proposed
Payments Bank, holding 51% of its equity capital. Idea Cellular will
hold the balance 49% of equity capital in the proposed Payments Bank,
which may be increased up to 60%, subject to regulatory approvals, as
FINANCIAL PERFORMANCE (Rs. in Crore)
2014-15 2013-14 2014-15 2013-14
Profit Before Depreciation
Interest and Tax 5,798.21 4,926.56 1,185.59 1,245.81
Amortisation Expenses 1,702.75 1,608.86 189.36 199.02
Finance Costs 1,757.57 1,550.82 263.30 266.56
Profit Before Exceptional
Items and Tax 2,337.89 1,766.88 732.93 780.23
Exceptional Items (13.33) 5.42 - 24.06
Profit Before Tax 2,324.56 1,772.30 732.93 804.29
Tax Expenses 833.48 550.50 205.24 130.34
Net Profit Before
Minority Interest 1,491.08 1,221.80 527.69 673.95
Minority Interest 75.58 78.92 - -
Profit for the Year 11,415.50 1,142.88 527.69 673.95
Opening Balance as per
last audited financial
statement 778.59 312.79 222.56 167.34
Amount Transferred on
venture (81.57) (0.76) - -
Transfer from General
Reserve 13.45 - - -
of Schedule II Impact
(Net of Deferred Tax) (15.19) - - -
Share of Minority
Provision of Schedule
II impact 3.09 - - -
Profit available for
Appropriation 2,113.87 1,454.91 750.25 841.29
Reserve 24.91 24.63 22.50 20.98
Special Reserve 54.69 33.53 - -
General Reserve 201.76 501.40 200.00 500.00
Transfer to Capital
Redemption Reserve 0.10 - 0.10 -
Proposed Dividend on
Preference Share - 0.01 - 0.01
Proposed Dividend on
Equity Share 91.10 91.06 91.10 91.06
Equity Dividend relating
to Previous period 2.60 0.07 0.02 0.01
Interim Dividend on
Preference Share B - B -
Corporate Tax on
Proposed Dividend 30.13 22.03 18.55 6.67
Corporate Tax on
Interim Dividend 25.85 3.59 - -
Corporate Tax on
Interim Dividend on B - B -
Corporate Tax on
Dividend relating to
previous year 0.44 - - -
Closing Balance of
Surplus in the
Statement of Profit
& Loss 1682.29 778.59 417.98 222.56
Note: Figures of Rs. 50,000 or less have been denoted by
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,
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.
For the financial year ended on 31st 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
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.
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.
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.
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
During the year,the following changes have taken place in the
- 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
- 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
- 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:
IDEA Cellular Limited is the Joint Venture of the Company and continues
to be the Joint Venture, during the year under review.
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.
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 WORK- PLACE
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
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
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.
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
DIRECTOR''S RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with
the requirements of the Act and the Accounting Standards. The financial
statements reflect fairly the form and substance of transactions
carried out during the year under review and reasonably present your
Company''s financial condition and results of operations.
Based on the information and explanations obtained by your Directors
from the management of your Company, your Directors state that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanations relating to material
departures, if any;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit of the Company
for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;
iv) the Directors have prepared the Annual Accounts of the Company on a
going concern basis;
v) the Directors have laid down internal financial controls and that
such internal financial control are adequate and are operating
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
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
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
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
Changes in Board constitution ?
Mr. B. L. Shah, the Non-Executive Director of your Company, resigned
from the Board of your Company with effect from 25th September, 2014.
Dr. Rakesh Jain stepped down as the Company''s Managing Director and as
Director from the close of business hours on 30th June, 2014 due to his
personal commitments. The Board places on record its deep appreciation
for the services rendered by them during their tenure as the Members of
the Board. Mr. Lalit Naik, the Deputy Managing Director has been
appointed as the Managing Director w.e.f. 1st July, 2014.
Mr. Kumar Mangalam Birla and Mr. T. Chattopadhyay retire from office
by rotation and being eligible, have offered themselves for re-
appointment. The Directors recommend the said re-appointments. Items
seeking your approval on the above re-appointments are included in the
Notice convening the Annual General Meeting. Brief resumes of the
Directors seeking re- appointments form part of the Notice of the
ensuing Annual General Meeting.
Further details on the Board of Directors are provided in the Corporate
Governance Report forming part of this Annual Report.
Meetings of the Board ?
During the year, the Board of Directors of your Company met 5 times to
deliberate on various matters. The details of Board Meetings and the
meeting of Independent Directors held are given in the Corporate
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
Policy on Appointment and Remuneration of Directors and Key Managerial
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
The details of programme for familiarisation of the Independent
Directors of your Company is available on the Company''s website viz.
Remuneration Policy -
The NRC has formulated the Remuneration policy of your Company which is
attached as Annexure VIII to this report. Details of policy are
available on the Company''s website viz.www.adityabirlanuvo.com.
KEY MANAGERIAL PERSONNEL
During the year, Mrs. Hutokshi Wadia, Company Secretary and Compliance
Officer, resigned from the services of the Company, w.e.f. 1st March,
2015, consequent to her movement to another group company. Your Board
has appointed Mr. Ashok Malu as the Company Secretary and Compliance
Officer of the Company effective 1st March, 2015.
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
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
ii) M/s. K. G. Goyal & Associates, Cost Accountants Firm Registration
Number - 000024 - for Indo Gulf Fertilisers, Jagdishpur- for
iii) M/s. R. Chakraborty & Associates, Cost Accountants Firm
Registration Number - 100481 - for Jaya Shree Textiles, Rishra ? for
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
Your Compay has filed the Cost Audit and Compliance Report for
Financial Year 2014 with the Government.
In terms of the provision of the Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Board has appointed M/s. BNP & Associates, Company
Secretaries, Mumbai as the Secretarial Auditor for conducting a
Secretarial Audit of your Company for the financial year ended 31st
March, 2015. The report of the Secretarial Auditors is attached as
Annexure IX. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
AWARDS AND RECOGNITION
- Indo Gulf Fertlisers:
i) Global CSR Excellence & Leadership Award for best use of CSR
Practice in Manufacturing awarded by World CSR Congress, World CSR Day
& World CSR Federation on 17th February, 2015
- Aditya Birla Insulators ? Halol Division:
i) Greentech foundation "GOLD" Award for outstanding achievements in
Best Strategy in Human Resource received from Greentech Foundation for
Best Strategy in Human Resource, on 27th June, 2014
ii) Certificate of recognition for Occupational Health & Safety
Management System, received from the British Standards Institution
(BSI)for maintaining ISO Certifications.
- 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
i) Social Media Awards ? (Best Use of Twitter Award) - Youth Marketing
ii) Best Menswear Brand ? (Western wear) ? Images Fashion Awards
- 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.
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
Mumbai, 14th May, 2015