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Our legendary leader. His ideals guide us. Integrity, Commitment, Passion, Seamlessness and Speed

Mr. Aditya Vikram Birla

The Chairman’s Letter to Shareholders

Aditya Birla Nuvo LimitedAnnual Report 2015-16


i

Dear Shareholder,

GLOBAL ECONOMY

The global scenario continues to be trapped in a low growth trajectory, despite the steep drop in crude oil and commodity prices. Furthermore, a barrage of monetary stimulus has driven down interest rates close to zero in many of the advanced economies. With the monetary stimulus option by and large exhausted, governments are more likely

growth.

The IMF projects global growth to inch up from 3.1% in 2015, to 3.2% in 2016, and increasing to 3.5% in 2017. Growth in the advanced economies is projected at 1.9% in 2016, with US growth pegged at 2.4%, Europe at 1.5% and Japan at 0.5%. Growth in the emerging markets in 2016, overall, is projected at 4.1%, much of it coming from China, India and the ASEAN region. Growth in Latin America is expected to be only 0.5%, on account of a 3.8% decline in growth in Brazil. No sustained upside is seen in oil and commodity prices in 2016.

The path ahead for the global economy remains challenging, with greater uncertainties thrown in. Concerns persist about the slowdown in China and its ability to shift smoothly from export-led to domestic-led growth. Fiscal pressures will accentuate in the oil producing countries,

Growth in the emerging markets in 2016, overall, is projected at 4.1%, much of it coming from China, India and the ASEAN region.

ii


Company Overview

including the rich Middle East countries. Financial markets remain nervous and exchange rate volatility has been pronounced. This is reinforced by the impending reversal of the interest rate cycle in the US.

INDIAN ECONOMY

Against the backdrop of a muted global economy, India’s economy is an outperformer. For FY 2016-17, GDP growth is projected at 7.5%. This would make it the fastest growing among the large economies. This is particularly creditable in the context of two successive unfavourable monsoons and a decline in exports. Recent data indicate a 5.7% year-on-year growth in eight of the key core sector industries, against 2.3% growth registered last year.

rise in the consumer price index averaged 4.9% in FY 2015-16, down from 5.9% in the previous year. The wholesale price index declined 2.5% on an averaged basis, compared to a rise of 2.0% in the previous year. In FY 2015-16, merchandise exports and imports each fell

FY 2015-16 was USD 118.5 billion, a decline of 14%

narrowed sharply from USD 26.1 billion to USD 22.0 billion, representing 1.4% of GDP. India’s foreign exchange reserves, as at March-end 2016 were USD 360.2 billion. The Government is also

target of 3.5% of GDP. Overall, the economic fundamentals are sound.

There have also been positive moves on the policy front, in areas related to ease of doing business, promoting start-ups, rationalising the tax structure

and administration, and opening up more areas for foreign investment through the automatic route. The Government is substantially stepping up infrastructure spending.

Having said that, some issues come to the fore. For instance, capital investment will take time to revive, given stretched corporate balance sheets, low capacity utilisation (at only 72.5% in the organised industrial sector) and competition from imports. Slow global output and trade growth will continue to impact exports. There is also the overhang of non-performing assets in the banking sector. Much more also needs to be done to “monsoon-proof” the Indian economy.

Your Company recorded a consolidated revenue of USD 3.6 billion (` 23,129 Crore) during FY 2015-16. EBITDA expanded by 13% to USD 1 billion (`by 33% to USD 290 million (` 1,886 Crore).

STRATEGIC MOVES

As part of its growth strategy, your Company has strengthened its portfolio to include – Solar Power, Payments Bank and Health Insurance. Towards this your Company has entered into a 51:49 Joint Venture with the Abraaj Group (Dubai) for Solar

Against the backdrop of a muted global economy, India’s economy is an outperformer. For FY 2016-17, GDP growth is projected at 7.5%.

iii



Power, Idea Cellular for Payments Bank and MMI Holdings (South Africa) for Health Insurance.

new ventures.

Your Company has won 60 MW Solar Power Projects in Karnataka in March 2016. The Power Purchase Agreement has been signed in June 2016 and the commissioning of the plants is expected by the end of FY 2016-17.

The in-principle approval has already been obtained for the Payments Bank and ‘Aditya Birla Idea Payments Bank Ltd.’ has been set up. We expect to commence services by the end of

In the Health Insurance sector, we have already

IRDAI is awaited, consequent to which your Company’s Health Insurance business will go on stream.

Your Company continues to invest in the growth opportunities in the existing business portfolio.

I would also like to talk about two major developments at your Company.

With the de-merger of its Madura Fashion division into its subsidiary Pantaloons Fashion & Retail Ltd., your Company has created India’s largest pure play listed branded apparel Company viz. ‘Aditya Birla Fashion & Retail Ltd.’ (ABFRL). This move provides shareholders an opportunity to participate directly in the fashion space through ABFRL.

With the FDI limit in the life insurance sector raised to 49%, Sun Life Financial, your Company’s life

insurance business’ partner, raised its stake in Birla Sun Life Insurance (BSLI) from 26% to 49% for ` 1,664 Crore.

Aditya Birla Financial Services (ABFS) is one of

India. It ranks among the top 5 fund managers in India with over USD 28.4 billion (` 184,276 Crore) of assets under management.

Aditya Birla Finance Ltd., the NBFC business, continues to grow ahead of the market. Its

USD 4 billion (` 25,755 Crore) growing at an astounding rate of 47% year-on-year. The Housing Finance business has scaled up its loan book to close to ` 2,000 Crore.

Birla Sun Life Insurance has gained momentum in the individual life segment. It is the number 1 private life insurer in the Group segment. Birla Sun Life Asset Management has improved its equity AUM ranking to 4th in India.

MyUniverse, India’s number 1 online personal

With the de-merger of its Madura Fashion division into its subsidiary Pantaloons Fashion & Retail Ltd., your Company has created India’s largest pure play listed branded apparel Company viz. ‘Aditya Birla Fashion & Retail Ltd.’

iv


Company Overview

of more than 2.6 million registered users who are managing close to ` 20,000 Crore through this portal.

That ABFS has built a broad based and well-

segments in a short span, despite being a non-bank player, is indeed impressive.

In the telecom business, Idea Cellular continues to outperform the industry. It has the enviable track record of being the fastest growing large Indian mobile operator for the 8th straight year with 14% annual revenue growth in FY 2015-16. That, the incremental market share of Idea was 44% over that of the preceding year is indeed commendable. To capitalise on the data opportunity, Idea is aggressively expanding its 3G and 4G footprint, leveraging its strong spectrum bank. On the

` 10,000 Crore, Idea is competitively well positioned to support its growth plans.

from the Divisions cushions your Company’s standalone balance sheet and supports its growth capital requirements.

Driven by the favourable gas pooling policy aimed

production, Indo-Gulf Fertilisers recorded its highest-ever production and sales volume.

Indian Rayon posted its highest ever earnings spurred by volume growth and better realisation in both the Viscose Filament Yarn and the Caustic Soda segments.

Aditya Birla Insulators has improved. Regrettably, new projects have been

adversely impacted, as demand in the domestic market continues to be sluggish, given the

Jaya Shree Textiles despite lower linen volumes, compensated by higher woollen off-take. Plans to double your Company’s linen yarn capacity from 3,400 TPA to 6,200 TPA are on the anvil.

OUR PEOPLE: OUR PRIDE

us. And for this, I would say a big “thank you” to all of them.

OUTLOOK

India is moving on to a higher growth trajectory and to that extent, the sectors in which your Company is present, are poised for a pick-up in growth.

With its ability to pool cash resources coupled with the proceeds from the stake sale in the life insurance business and the steady free cash

standalone balance sheet is strong enough to fund its growth plans.

That ABFS has built a broad

based and well-diversified

portfolio with 12 lines of

business segments in a short

span, despite being a non-bank

player, is indeed impressive.

v


THE ADITYA BIRLA GROUP: IN PERSPECTIVE

At the Group level, we have done well both in terms of revenue and earnings. As a matter of fact, the EBITDA attained has been the highest ever.

Having worked extensively on the people front for over a decade, I am happy to state that our leadership processes are now mature. At the management level we have built quality bench strength.

The Chairman’s Series launched last year for senior

and personal leadership saw 150 of our senior most leaders recourse to these learning interventions.

To create a leadership pipeline to the Business Head roles within the next couple of years, we have created the Aditya Birla Fellows programme. The managers who have won this recognition are put in charge of critical Group-wide projects under my personal oversight. Up until now, we have named 14 managers who have tremendous potential to rise to the stature of Business Heads, going forward.

A slew of other initiatives have been set afoot to grow leaders from within. To do so, we have announced a hiring freeze at the middle and senior management levels for the next 3 years. It paves the way for accelerated talent growth.

In this context, I am happy to state that our accelerated leadership programme Cutting Edge, which prepares high potential leaders for P&L positions across our Group is gaining traction. It was launched last year. Up until now, 20 of the 35 graduates of this programme have already moved roles to take on higher responsibilities.

Furthermore, the 250+ youngsters who joined us over 6 years ago as Group Management Trainees, in our Leadership Associate Programmes (Lead) and Leadership Programme for Experienced youngsters (Leap), are shaping well. In the last 2 years, nearly a 100 from this slot have moved across functions and businesses. Additionally, we have 25 mid-career participants who have joined us in the Group Manufacturing Leadership Programme.

our manufacturing business units.

Board”, (a programme designed specially for high calibre women) graduated commendably to higher roles. The second batch of 39 women leaders is making good progress on their way to greater responsibilities. As of now, we have nearly 5,000 women – 14 percent in the managerial cadre.

To create a leadership

pipeline to the Business Head

roles within the next couple

of years, we have created

the Aditya Birla Fellows

programme. The managers

who have won this recognition

are put in charge of critical

Group-wide projects under my

personal oversight.


In the last 3 years, we have had more than 1,100 inter-business and over 1,000 intra-business transfers of employees across levels.

At Gyanodaya, the Aditya Birla Global Centre for Leadership Learning over 2,000 managers enrolled for learning programmes. With a mix of academics and live case studies, these programmes enable our people to keep abreast of the developments in their area and stay contemporary. Side by side the Gyanodaya Virtual Campus hosts more than 500 e-learning modules in multiple languages. During the year, over 25,000 employees chose to access these programmes.

The Aditya Birla Group Leadership Programme aimed at securing young talent from the top tier Business Schools of India has become aspirational. I am happy to record that our Group’s brand attractiveness has taken a quantum leap across 35 top B-Schools in India. Our Group features among the formidable Top-5 in the A C Nielsen – CRI Campus Recruitment India Index 2015.

IN SUM

All these moves are a testament to our commitment to accord a World of Opportunity for our people and they are leveraging it. Our people are fully aware

vi

Our people are fully aware

of what business needs to

succeed. They are committed

to contribute their best to our

values based, performance

driven, meritocratic culture. We

are future ready.


Company Overview

of what business needs to succeed. They are committed to contribute their best to our values based, performance driven, meritocratic culture. We are future ready.

Yours sincerely,

Kumar Mangalam Birla

1

Forward-looking statementsCertain statements made in this Annual Report 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 Aditya Birla Nuvo Limited (“ABNL” or “The Company”), its future outlook & growth prospects, competition & regulatory environment and management’s current views & assumptions which may not remain constant due to risks and uncertainties and hence actual results may differ materially from these forward-looking statements. This Annual Report does not constitute a prospectus, offering circular or offering memorandum or an offer to acquire any of the Company’s equity shares or any other security and should not be considered as a recommendation that any investor should subscribe for or purchase any of the Company’s shares. The Company, as such, makes no representation or warranty, express or implied, as to, and does not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinions contained herein. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events or otherwise. Unless otherwise stated in this Annual Report, the information contained herein is based on management information and estimates. The

Across This Report

STATUTORY REPORTS

38 Management Discussion and Analysis72 Directors’ Report115 Sustainability and Business

Responsibility Report126 Corporate Governance Report141 Shareholders’ Information148 Social Report

Standalone153 Independent Auditors’ Report160 Balance Sheet161162 Cash Flow Statement164 Notes Forming Part of Financial Statements

Consolidated223 Independent Auditors’ Report228 Balance Sheet229230 Cash Flow Statement232 Notes Forming Part of Financial Statements

FINANCIAL STATEMENTS

01-37

151-29438-150

COMPANY OVERVIEW

02 Board of Directors03 Our Team04 Welcome to Aditya Birla Nuvo Limited06 A Snapshot08 Financial Performance

10 Corporate Milestones12 Big on Growth14 Based on Strong Fundamentals16 We are Future Ready36 5-Year Financial Highlights


Contents

1

2


Company Overview

Board Of Directors

3


Board of Directors / Our Team

KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT TEAM

MANAGING DIRECTORMr. Lalit Naik

CHIEF FINANCIAL OFFICERMrs. Pinky Mehta

COMPANY SECRETARYMr. Ashok Malu

ADITYA BIRLA FINANCIAL SERVICESMr. Ajay Srinivasan Chief Executive Officer

Mr. Pankaj Razdan Dy. Chief Executive Officer

MD & CEO, Birla Sun Life

Insurance Co. Limited

TELECOMMr. Himanshu Kapania Business Head

MANUFACTURING DIVISIONSAGRI / INSULATORS / RAYONMr. Lalit Naik Business Director

Mr. Rahul Kohli CEO - Agri

Mr. Raj Narayanan CEO - Domestic Chlor

Alkali Chemicals &

Viscose Filament Yarn

Mr. Rohit Pathak CEO - Insulators

TEXTILESMr. Thomas Varghese Business Head (Textiles)

Mr. S. Krishnamoorthy CEO – Domestic Textiles

CORPORATE FINANCE DIVISIONMr. Shriram Jagetiya President

AUDITORSM/s. Khimji Kunverji & Co.

M/s. S R B C & CO LLP

OTHER BRANCH AUDITORSM/s. K. S. Aiyar & Co.

SOLICITORM/s. Cyril Amarchand Mangaldas

COST AUDITORSM/s. Ashwin Solanki & Associates

M/s. R. Chakraborty & Associates

M/s. S. S. Puranik & Associates

M/s. K. G. Goyal & Associates

AUDITORS / SOLICITOR / REGISTRAR

Registrar and Share Transfer Agents:Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot No. 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad – 500 032

Tel: +91 40 33211500 Email: [email protected]

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

Telephone +91 2876 243257 E-mail : [email protected]

CIN: L17199GJ1956PLC001107 Website: www.adityabirlanuvo.com; www.adityabirla.com

Our Team

4


Company Overview

Welcome to Aditya Birla Nuvo LimitedA USD 3.6 billion conglomerate

At Aditya Birla Nuvo Limited (ABNL), we trace our journey to a very modest beginning in 1956; and over the decades that followed we have consistently evolved to be in step with an aspirational India and a globalised business environment.

Guided by its vision and mission, ABNL’s well thought out strategy of investing into the service sector

its manufacturing businesses went into execution over past one-and-a-half decade – transforming the Company from a small manufacturing company in late nineties to a large conglomerate today. ABNL

various promising sectors and has invested close to USD 2 billion during this period to build its presence and strengthen its leadership in these sectors. Since then, ABNL has grown 22 times in revenues to USD 3.6 billion and 47 times in market capitalisation to about USD 2.5 billion (as on 30th June 2016).

ABNL commands a leadership position across its Financial Services, Telecom and Manufacturing businesses. The Company touches the lives of more

communication and agri products. It has promoted and created more than 20 distinguished brands. Birla Sun Life Insurance, Birla Sun Life Mutual Fund, Aditya Birla

Our visionTo be a premium conglomerate building leadership in businesses and creating value for all the stakeholders

Our mission Investing in promising sectors Building leadership in businesses A platform to drive synergy of resources Delivering best value to all the stakeholders To be a responsible corporate citizen

Finance, Aditya Birla Money MyUniverse, Idea Cellular, Linen Club, Birla Shaktiman, Aditya Birla Insulators and Ray One are among the most admired brands in India in respective sectors.

Having multiple businesses into different stages of life cycle, the Company acts as an incubator and provides support to its businesses during their investment phase. With its ability to pool capital resources, the Company invests in its business to build scale and strengthen its

scale and is capable of funding its future growth capital requirement on its own, the Company endeavours to unlock value for the shareholders.

ABNL is a part of the Aditya Birla Group, aUSD 41 billion Indian multinational. The Aditya Birla Group is in the league of Fortune 500. Driven by a dynamic workforce of over 120,000 people, belonging to 42 nationalities, the Aditya Birla Group operates in 36 countries globally.

overseas operations.

4


Company Overview

Note: 1 USD = ` 65

5


Our Values provide us with our roots and they provide us with our wings

Mr. Kumar Mangalam BirlaChairman

THE POWER OF FIVE VALUES DRIVES US AS A COMPANY,MOTIVATES US AS AN ORGANISATION, BINDS US AS A FAMILY.

IntegrityHonesty in every actionActing and taking decisions in a manner that is fair and honest

SeamlessnessBoundary less in letter and spiritThinking and working together across functional groups, hierarchies, businesses and geographies

CommitmentDeliver on the promiseOn the foundation of Integrity, doing all that is needed to deliver value to all the stakeholders

SpeedOne step ahead alwaysResponding to internal and external customers with asense of urgency

PassionEnergised actionAn energetic, intuitive zeal that arises from emotional engagement with the organisation that makes work joyful and inspires each one to give his or her best

No business can exist without people. It is a transaction of honesty and respect. A business, like relationships, needs to be built, moulded and nurtured.

5


Welcome to Aditya Birla Nuvo Limited

6


Company Overview

ABNL’s Business Architecture

The Company has taken organic as well as inorganic route to grow and emerge stronger. It has initiated various corporate actions including mergers, demergers, acquisitions and divestments during its transformation journey. This voyage on the designated path has moulded the Company into the following corporate structure.

Life Insurance (51%)$

A USD 3.6 BILLION CONGLOMERATE

Jaya Shree*

Solar Power (51%)$

Rayon*

Agri*

Insulators*

NBFC (100%)^

Housing Finance (100%)^

*Represents Divisions ^Represents Subsidiaries $Represents Joint Ventures #Listed @ IFC has invested in CCPS

Note 2: Major investments include 9.1% shareholding in Aditya Birla Fashion & Retail Ltd.

Asset Management (51%)$

General Insurance Advisory (50.01%)^

Private Equity (100%)^

Broking (75%)^# Wealth Management (100%)^

Online Personal Finance Management (93.7%)^@

Health Insurance (51%)$

Aditya Birla Financial Services Ltd. (100%)^

Telecom$# (23.26%)

Manufacturing Divisions

Payments Bank (51%)$

(49%)

7


144 180Prominent brands across all business verticals

Business verticals - Financial Services, Telecom, Manufacturing Divisions and Solar Power

Touching lives of millions of Indians

Y-o-Y growth in revenues in FY 16 Y-o-Y growth in EBITDA in FY 16

11 24 30% (Like-to-Like) % (Like-to-Like) % (Like-to-Like)

Mn

One of the largest

services players with

portfolio of 12 business segments.

Ranks among the top 5 fund managers in India (excluding LIC).

Revenue

Revenue

Revenue

EBIDTA1

Note 1: Interest cost of NBFC business, being an operating expense as per AS-17, is deducted from EBITDA of the Financial Services business

EBIDTA

EBIDTA

Y-O-Y: 17%

Y-O-Y: 14%

Y-O-Y: 1%

Y-O-Y: 17%

Y-O-Y: 18%

Y-O-Y: 24%

We are India’s third largest cellular operator with a revenue market share of 18.9%.

Fastest growing large Indian mobile operator for the 8th straight year.

Our manufacturing divisions include four businesses: Linen & Woollen Textiles

Fertilisers, Seeds

& Agrochemicals

Viscose Filament Yarn & Chlor-Alkali

Insulators

Financial Services

Telecom


FY 2014-15 7,926

9,229FY 2015-16

FY 2014-15 31,527

35,935FY 2015-16

FY 2014-15 5,405

5,466FY 2015-16

FY 2014-15

1,064

910

FY 2015-16

FY 2014-15

13,257

11,281

FY 2015-16

FY 2014-15 615

764FY 2015-16

Snapshot of businesses

A Snapshot

8


Company Overview

Financial Performance

Net Worth (` Crore)

FY16 14,535

FY15 12,871

FY14 11,189

FY13 9,384

FY12 7,517

Net Profit (` Crore)

FY16* 1,886

FY15 1,416

FY14 1,143

FY13 1,059

FY12 890

EBITDA (` Crore)

FY16* 6,535

FY15 5,798

FY14 4,927

FY13 4,137

FY12 3,247

Revenue (` Crore)

FY16* 23,129

FY15 26,516

FY14 25,892

FY13 25,490

FY12 21,840

(Consolidated)

*Pursuant to the demerger of ABNL’s Madura Fashion division into its subsidiary Pantaloons Fashion & Retail Ltd. (PFRL), the st April 2015. The

IT-ITeS business was divested w.e.f. 9th

Consolidated Financials2014-15

(Like-to-Like)2015-16

(Reported)Like-to-Like Growth (%)

Revenue 20,798 23,129 11%

EBITDA 5,272 6,535 24%

1,447 1,886 30%

Stock Information (as on 30th June 2016) Equity Share Price : ` 1,221 per share Trusted by 133,929 shareholders Promoters & Promoter Group holding: 58.4% Equity Shares Outstanding: 130.22 Million Market Capitalisation: ` 15,900 Crore

Stock Codes BSE : 500303 NSE : ABIRLANUVO

Top Institutional Shareholders Shareholding %

Life Insurance Corporation of India 4.7%

Reliance Nippon Life Asset Management Limited 3.8%

HSBC Global Investment Funds 1.3%

UTI Asset Management Company Ltd. 1.0%

Dimensional Emerging Markets Value Fund 0.7%

Tata Asset Management Limited 0.7%

L&T Investment Management Limited 0.7%

(` Crore)

9


Key Financial Ratios

Ratios Unit FY 2011-12 FY 2012-13 FY 2013-14 FY 2014-15 FY 2015-16

Interest Cover (EBITDA1 / Finance Costs2)

x 4.9 4.3 5.2 7.2 6.9

Net Debt to Equity(Net Debt3 / Net Worth)

x 1.0 1.0 0.9 0.5 0.8

Net Debt to EBITDA (Net Debt3 / EBITDA1)

x 2.6 2.5 2.3 1.5 2.4

ROACE (EBIT4/ Average Capital Employed5)

% 12.0 11.9 11.2 12.2 11.6

ROAE % 12.5 12.5 11.1 11.8 13.8

Note: 1 - 2 - 3 - Total Debt less Cash Surplus and Current Investments and 4 - 5 - Capital Employed excluding Life Insurance Policyholders' Fund and NBFC borrowings

Segment Revenue (%)

` 23,129 CroreFinancial Services 40Telecom 36Manufacturing Divisions 24

Segment EBIT (%)

Earnings per share (`)

FY16 144.9

FY15 108.8

FY14 92.1

FY13 93.2

FY12 78.4

Book Value per share (`)

FY16 1,116

FY15 989

FY14 860

FY13 781

FY12 662

Financial Services 31Telecom 48Manufacturing Divisions 21

` 3,101 Crore

Financial Performance

10


Company Overview

LEADERSHIP ACROSS DECADES

10


Company Overview

The beginning

Indian Rayon Corporation Ltd., engaged in

incorporated in 1956 and is later acquired by Aditya Birla Group in 1966.

(1956-1966)

Acquisitions and Partnerships

Transformation into a premium conglomerate

(1999-2003)

(2005-2012)

2000 Enters fashion business through acquisition of Madura.

The

1999 Partnership with Sun Life Financial, Canada for Asset Management business.

Jaya Shree Textiles & Industries Ltd., a textiles and insulators manufacturing company, is merged with Indian Rayon Corporation Ltd. in 1976 which is renamed as Indian Rayon & Industries Ltd. in 1987. Forays into the Carbon Black business in 1988.

2005-2006 Becomes the largest shareholder in Idea Cellular Ltd. through enhancement of strategic stake from 4.28% to 35.74% in 2005 & 2006.

2012 Augments Fashion offerings through

acquisition of Pantaloons.

Launches MyUniverse, India’s #1 online

(1976-1988)

2005-2011 Expands Financial Services portfolio

through merger of Asset management and NBFC businesses in 2005-06, acquisition of a broking company in 2009 and launch of private equity fund in 2009-10.

Indian Rayon is re-christened as Aditya Birla

new-age businesses.

2001Forays into Life Insurance business in Joint Venture with Sun Life Financial, Canada.

2003Acquires TransWorks, an Indian BPO, to enter IT-ITeS business and later acquires Minacs, a leading Canadian BPO, in 2006 to provide scale to the business.

11


Foray into new ventures (2015)

2015 Forays into the Solar Power business

through a 51:49 JV with the Abraaj Group.

Receives in-principle approval from RBI to set-up a Payments Bank as promoter, in a 51:49 JV with Idea Cellular.

Enters into a 51:49 JV agreement with MMI Holdings Ltd. (a leading South African

launch health insurance business in India.

Reaching new heights (2013-2014)

2013 Divestment of the Carbon Black business

considering sector dynamics.

the Rayon business.

2014 Divestment of the IT-ITeS business to ensure

focus on other businesses.

Expands Linen Yarn and Fabric capacities.

Commences Housing Finance business.

Value Unlocking (2016)

2016 The scheme of demerger of Madura division

into Pantaloons Fashion & Retail Ltd. (PFRL) becomes effective. PFRL is rechristened as Aditya Birla Fashion & Retail Ltd. (ABFRL). ABFRL becomes the largest pure play branded apparels company in listed space in India in terms of revenue and market capitalisation and ceases to be a subsidiary of ABNL w.e.f. 1st April 2015. Shareholders of ABNL get direct shareholding in ABFRL.

Sun Life raises its stake in Life Insurance venture from 26% to 49% for ` 1,664 Crore.

11


Corporate Milestones

12


Company Overview

BIG IDEAS NEEDCAREFUL NURTURE

Over the years, we have incubated and builtlarge-scale businesses from scratch. We identify emerging opportunities and turn them into scalable and value accretive businesses. Mergers and acquisitions have also played a key role in this growth journey.

13


Our ‘Big on Growth’ strategy has helped us transform to a USD 3.6 billion premium conglomerate. Over the years, here is how some of our growth-focused initiatives have translated into encouraging outcomes:

BRANDED APPAREL RETAILINGWe acquired Madura Garments, a ` 200 Crore readymade garments division of Madura Coats Ltd., a subsidiary of Coats Viyella PLC, UK in 2000. We transformed it from primarily a shirting player to a complete fashion and lifestyle proposition; from a wholesale focused business to India’s largest branded apparel retail player having revenue of over USD 900 million (` 6,060 Crore) and market capitalisation of USD 1.7 billion (` 10,970 Crore).

LIFE INSURANCEIn 2001, we entered into the life insurance space, when it was opened up for private sector players, in a JV with Sun Life, Canada. Today, Birla Sun Life Insurance Co. Ltd. is the 4th largest private life insurer in India with new business premium market share at 7.6% and AUM of USD 4.7 billion (` 30,811 Crore). It is #1 in group segment with 25.6% new business market share.

NON-BANKING FINANCIAL COMPANY (NBFC)

in early 1990s. In 2005-06, the Aditya Birla Group’s NBFC business was consolidated under ABNL. Aditya Birla Finance Ltd. (ABFL), the NBFC business, had a modest book size of ` 547 Crore in March 2006 and was operating in two verticals. Today, ABFL ranks among the top 10 non-housing, non-PSU NBFCs in India, operating in more than 12 verticals and having a loan book size of USD 4 billion (̀ 25,755 Crore).

ASSET MANAGEMENTIn 2005-06, the Aditya Birla Group’s asset management business was consolidated under ABNL. With an AUM size of ` 16,400 Crore, Birla Sun Life Asset Management Co. Ltd. ranked 6th with 6.5% market share in industry’s domestic AUM. Since then, its AUM has grown almost 10 times to reach USD 23.5 billion (` 152,427 Crore) today with 10.1% domestic AUM market share and its industry ranking has moved up to #4 in total AUM and to #5 in equity assets.

`

`

TELECOMWe acquired the controlling stake in Idea Cellular Ltd. in 2006 and became its largest shareholder. Idea Cellular got listed in 2007. Since then, Idea has grown in stature from being a #6 operator in 2008 having regional presence in 11 circles and a meager 9.6% revenue market share to India‘s 3rd largest cellular operator with pan-India operations and a revenue market share of 18.9% today.

ONLINE PERSONAL FINANCE MANAGEMENT

Personal Finance Management Platform - Aditya Birla Money

million registered users who are managing close to ` 200 billion through this platform.

SOLAR POWERThe government’s focus on clean energy has created a huge potential market for Solar Power business. To tap the sector opportunity, we have entered into a 51:49 JV with the Abraaj Group in October 2015 to build a 500 MW solar power generation platform in India. We have won 60 MW projects in March 2016 and expect to commence the operations by March 2017.

PAYMENTS BANKHaving received an in-principle approval from RBI, we have incorporated ‘Aditya Birla Idea Payments Bank Ltd.’ as promoter in a 51:49 JV with Idea Cellular in February 2016. The payments

the last-mile connectivity; and we are proud to contribute to this endeavour. Our JV is likely to commence its operations by the

HEALTH INSURANCEWe have entered into a 51:49 joint venture with MMI Holdings Ltd. –

to foray into health insurance sector in India. Being the fastest growing segment in the insurance space, the health insurance sector offers an attractive growth opportunity. Having received FIPB approval, we are targeting to launch services

from IRDAI.

`

Big on Growth

14


Company Overview

BIG PICTURE EVOKESOPTIMISM

The opportunity landscape for our businesses is encouraging. With the Government’s focus on fostering business friendly environment across sectors, and enhancing the ease of doing business in India through a series of reforms, the road ahead is promising. Besides, India’s stellar economic performance is creating more opportunities for both existing businesses as well as for emerging business models.

15


FINANCIAL SERVICES Indians are great savers but the share of

unproductive physical assets and bank deposits is very high when it comes to investing the money.

services and products indicates a huge scope of diverting wealth from physical assets and

Domestic credit penetration in India at 97% is paltry compared to 165% to 447% in large economies.

Life Insurance premium density per capita at USD 43 is meagre in India compared to global average of USD 346.

With an AUM to GDP ratio of 6.6%, India is far behind the global average.

The Government’s initiatives like Jan Dhan Yojana, Mudra loan scheme and issuance

inclusion in India.

TELECOM India’s VLR (active subscribers) penetration

remains low at 74% vis-a-vis Global average of 92%. Rural subscribers’ penetration is even lower at 51% signalling large headroom for subscribers’ addition in India.

Low wireless internet user penetration at 31% and mobile broadband user penetration at

meagre 11.8% points out at mobile data to be the next big opportunity for the telecom industry.

The Government’s Digital India initiative is resulting in a huge uptake in new applications and data consumption.

MANUFACTURING DIVISIONS Currently about 70% of Linen Yarn demand in India

is being met through imports denoting an expansion opportunity for domestic players.

VFY has a niche market globally, however, premium and growth is driven by quality and value added yarns.

Agri reforms by the Government viz., allowing 100% production of neem coated urea and gas pooling policy, aimed at encouraging higher production

The Government’s ambitious ‘Make in India’ initiative

state utilities are expected to improve the demand scenario for T&D sector and in turn for Insulators.

SOLAR India is projected to be among the top 3 solar

markets in the world by 2022.

The share of solar power in India’s total installed power generation capacity is projected to rise from 1% currently to 25% by 2022.

WE ARE ‘BIG ON GROWTH’. WE ARE READY TO CAPITALISE ON THE FUTURE GROWTH OPPORTUNITIES ‘BASED ON STRONG FUNDAMENTALS’ OF OUR BUSINESSES.

Based on Strong Fundamentals

16


Company Overview

FUTURE READY.

At Aditya Birla Nuvo Ltd., two simple words define our universe of operations, driving leadership and value creation across diverse sectors.

16


Company Overview

17


We have always looked beyond challenges of economic volatilities and industry cycles to invest in emerging businesses and promising sectors.

We have invested consistently in a wide

to telecom to fashion to manufacturing.

economic prosperity across India’s vast urban and rural landscape for decades on end.

And will continue to do so to make the most of India’s creative optimism.

That’s the reason why consistent GROWTH remains BIG on our agenda; and we pursue it passionately.

and foresight.

Our robust balance sheet structure also enables us to fund our future growth strategies.

Like the preceding years, FY 2015-16 as well was exciting and eventful for us.

We entered into the Solar Power sector to contribute to the movement for green energy in a world threatened by climate change.

We are venturing into Payments Bank and Health

and help millions of Indians secure their health and wellness.

We have created India’s largest branded apparel retail company to unlock shareholders’ value by consolidating our branded apparels businesses under the listed entity Aditya Birla Fashion & Retail Ltd.

We touch the lives of over 180 million Indians through best-in-class products and services, rendered by about 39,500 employees, supported by the linkages with our business associates.

As we look towards the future, we are inspired to leap to the next orbit of value creation.

‘We are Future Ready’.

17


We are Future Ready

18


Company Overview

Aditya Birla Financial Services

Making millions of dreams come true

services market. With our strong growth rates and favourable demographics, we should expect many years of strong growth in this sector. The future is going to be about companies with strong, trusted and emotionally connected brands who are able to reach mass India and provide products and services that are relevant and help customers in meeting their dreams.

Our customers place a lot of trust when they choose

it buying a dream home or investing their hard earned money in mutual funds or for meeting their retirement or child’s education or protection needs or taking a business loan for expansion. At Aditya Birla Financial Services (ABFS), our endeavour is

choice for all our customers’ needs across their life cycle - a brand that customers will not only just trust but also happily endorse. And that’s not easy in today’s times, where our customer has many choices and is able to switch easily.

Being future ready means living up to the trust that our customers place on us by ensuring that our people are adequately trained and our systems are robust, scalable and deliver a desirable user experience.

Building reach means leveraging all the assets we can, including technology to provide access to customers, when and where they want.

Being relevant and solving customer problems means constantly keeping our ears to the ground and using analytics to know what customers might want.

At ABFS, we are committed to making the dream of every Indian a reality. Yes, we are future ready to

market.

Mr. Ajay Srinivasan Business HeadAditya Birla Financial Services

19


Aditya Birla Financial Services (ABFS) is an

businesses of the Aditya Birla Group. ABFS has a

asset management, corporate lending, project

>11,500Committed employees

8.8 MnCustomers

~1,350Branches and touch-points

USD 28.4 BnFunds under management

USD 4.3 BnLending Book

wealth management and distribution, general insurance broking, pension fund management

the health insurance businesses in India.

Among the Top 5fund managers in India (excluding LIC)

OUR BRANDS

We are Future Ready

POWERING INDIA’S

GROWTH ASPIRATIONS Aditya Birla Finance Ltd.

Incorporated in 1991, Aditya Birla Finance Ltd. (ABFL) is one of the pioneers and the most reputed NBFCs in India. With the seasoned management team having over 200 man

ISO 9001:2008 across all its core functional processes in March 2013 by BSI, a leading global independent business services organisation. ABFL is among the top ten non-HFC, non-PSU NBFCs in the country.

`̀

CORE STRATEGY ABFL has consolidated its portfolios across Capital Market, Corporate Finance, Infra Finance and Mortgages segments while actively entering the retail segment with the launch of unsecured lending and personal loans segments targeted at MSMEs and individuals respectively. Proposed Digital Lending model will evolve as a paperless and resource light model to source, evaluate and service customers. ABFL is progressing well on its well thought through strategy of building the scale through mid and large ticket cases in the initial years and now shifting seamlessly

long-term sustainable portfolio. CUSTOMER CENTRICITYABFL’s customers can reach it anytime over phone, through email, visit their nearest branch or login to integrated website

same service culture. They can also view their loan details

ABFL’s call centres received over 1,500 calls per month and generated over ̀ 100 Crore of business in FY 2015-16.

PORTFOLIO QUALITY ABFL has one of the best approval turn around-time (TAT) in the industry. Besides its risk team, ABFL’s

dedicated business credit team also evaluates all the

and security analysis, thus acting as an additional check point. ABFL relies heavily on an enhanced and

early warning systems. The quality of portfolio speaks

31st March 2016, its gross NPA improved y-o-y from 0.90% to 0.63% in stark contrast to the health of overall credit industry.

GOING FORWARDABFL’s solution-oriented approach and ability to structure the deals to best suit the customers’

and processes is one of its biggest strengths. ABFL will continue to leverage its strengths and continue to empower India’s growth aspirations.

4(` 25,755 Crore) loan book in March 2016

billionUSD

20

695-year CAGR of loan book

%


Company Overview

21

Birla Sun Life Insurance Co. Ltd.

Established in 2001, Birla Sun Life Insurance Co. Ltd. (BSLI) is a 51:49 joint venture between Aditya Birla Nuvo Ltd. and Sun Life Financial, Canada. With an experience of over

to the growth and development of the life insurance industry in India and currently ranks amongst the leading private life insurers in the country.

SECURING FUTURE OF

MILLIONS OF INDIANS

KNOWN FOR INNOVATIONKnown for its innovation and creating industry

Period’ in India and later it was made mandatory by the regulator for the industry. BSLI also pioneered the launch of Unit Linked Life Insurance plans (ULIPs) in India. From introducing a multi-channel distribution strategy with Bancassurance, pioneering the highest NAV plan, the launch of the traditional endowment portfolio, the launch

marketing channel, were all steps in the right direction.

WIDTH AND BREADTHBSLI has a customer base of over 1.5 million policy holders. It offers a complete range of plans comprising protection, children’s future, wealth with protection, health and wellness, retirement and savings with protection plans. It has an extensive distribution reach in over 500 cities through 489 branches, around 70,000 empanelled advisors, an online portal www.insurance.birlasunlife.com and over 150 partnerships with corporate agents, brokers and banks. Its assets under management stood at ` 30,811 Crore as on 31st March 2016.

IMPROVEMENT IN BUSINESS In FY 2015-16, BSLI witnessed growth after a few years of downturn. All channels including agency,

bancassurance and the direct marketing channel showed month-on-month growth throughout the year. All the quality parameters saw an uptick, with the best-in-class Persistency, Claims Repudiation Ratio and the highest sum assured to premium multiple in the industry. All reassuring BSLI’s philosophy of the customer being at the core of its business.

ENHANCING BRAND VISIBILITY At BSLI, our endeavour is to reach out to customerspan-India and help them realise the importance of

uncertainties. With this objective, BSLI launched its brand campaign, ‘Khud Ko Kar Buland’, which has helped in strengthening the brand identity and resonate ‘Trust’ amongst the consumers.

GOING FORWARDWith innovation and customer centricity embedded in its DNA, BSLI is well positioned to harness the ‘India Insurance Opportunity’ which is gradually beginning to unfold with an underinsured billion gradually warming up to the importance and relevance of life insurance.

Largest private life insurer in India4

th


We are Future Ready

22

CREATING WEALTH FOR

MILLION OF INDIANSBirla Sun Life Asset Management Co. Ltd.Established in 1994, Birla Sun Life Asset Management Co. Ltd. (BSLAMC) is a joint venture between Aditya Birla Nuvo Ltd. and Sun Life Financial Inc, Canada. BSLAMC is the 4th largest asset management company in India. Its total average assets under management (AAUM) for the quarter ended 31st March 2016 at ` 152,427 Crore have grown at a

CONSISTENT OUTPERFORMERBSLAMC has been consistently outperforming the industry and gaining domestic market share in total as well as equity AAUM, despite being a non-bank backed player. During

from 9.1% to 10.1% and equity AAUM market share from 5.5% to 7.6%. Its equity AAUM ranking has moved up from 8th in 2011 to 4th currently.

FOCUS ON RETAIL AND HIGH MARGIN ASSETSAs a result of its strong focus on scaling up the retail and higher margin assets, the domestic equity assets of BSLAMC have grown almost three times to ` 31,891

to ` 13,718 Crore and PMS assets have grown nearly ` 1,205 Crore over past 5 years. Share of

equity in domestic AAUM rose from 17.8% to 23.4% and monthly SIP book size has expanded more than 3 times to ` 282 Crore during this period.

WIDTH AND BREADTHBSLAMC is helping over 2.9 million customers in achieving their wealth creation goals, through its extensive distribution reach comprising 109 branches, a robust online portal www.mutualfund.birlasunlife.com, more than 47,000 Independent Financial Advisors and a number of national distributors. BSLAMC has always believed in leading the way and making mutual fund transactions simpler for a

seamless customer experience. It enables investors to access their portfolio and transact online 24x7, 365 days a year through online account access facility.

BEST-IN-CLASS FUND PERFORMANCEBSLAMC follows a long-term, fundamental research based approach to investment which involves identifying the companies having excellent growth prospects, competitive edge, sound management quality, sustainability of business model amongst other factors. In recognition of its strong fund performance across multiple asset classes, BSLAMC was adjudged as ‘Runner up - overall AMC of the year’ and ‘Runner-up – Equity AMC of the year’ in Outlook Money Awards 2015.

GOING FORWARDExpanding branch presence, building digital capabilities through E-KYC, website revamp, launch of Mobile Apps and reaching out to new customers through Payments Banks and other digital media is on the cards. Equipped with a strong brand equity and best-in-class fund performance, BSLAMC is well positioned to capitalise on the huge untapped market potential of Indian Mutual Fund industry.

`̀

4Largest Asset ManagementCompany in India

th


Company Overview

23

Aditya Birla Money MyUniverse

integrated Online Personal Finance Management Platform. Though Indians are great savers, few end up creating long term wealth due to lack of guidance on saving and investing their hard earned money. MyUniverse aims to empower

HELPING INDIANS TO MAKE

BETTER FINANCIAL DECISIONS

INTEGRATED AGGREGATION BASED MULTI-PRODUCT

PLATFORMMyUniverse (www.myuniverse.co.in) helps customers

aggregating online, their bank, credit card, mutual fund, stock, insurance and loan accounts. MyUniverse

spending, smart saving and prudent investing. MyUniverse also helps customers realise the advice through its online multi product transaction platform.

OCCUPYING POLE POSITIONLaunched in 2012, today MyUniverse is India’s #1 Online Personal Finance Management (PFM) Platform

users who are managing close to ` 200 billion through this portal. MyUniverse is also the 7th largest distributor of new SIPs in numbers in India.

INNOVATIVE OFFERINGS

paperless, instant SIP product to life, which allows even non-KYC investors to start investing and reduces the

innovations such as e-KYC and 1-click MF portfolio execution in practice. It has also launched India’s

save every time he swipes his card. MyUniverse is the

globally to support account aggregation on mobile.

GOING FORWARDMyUniverse is launching India’s first completely automated instant personal loan, which will ensure instant credit of loan in the customer’s account, on successful processing of loan application online. Theme based equity portfolio advisory is also inthe pipeline.

2.6 200 7Registeredusers

Moneyunder aggregation

LargestSIP distributor

Mn Bn` th

`


We are Future Ready

24


Company Overview

CATERING TO THE DIVERSE FINANCIAL NEEDS OF INDIANS

HEALTH INSURANCE Aditya Birla Health Insurance Co. Ltd. (ABHICL) is a 51:49 JV between Aditya Birla Financial Services and MMI Holdings Ltd. ABHICL is targeting to launch its services during the second half of FY 2016-17 subject

PRIVATE EQUITY Aditya Birla Capital Advisors Pvt. Ltd. (ABCAP) provides private equity advisory and investment management to Aditya Birla Private Equity (ABPE) Trust, a venture capital fund registered with SEBI. ABPE has ` 1,037 Crore of funds under management (net) as on 31st March, 2016.

GENERAL INSURANCE ADVISORYAditya Birla Insurance Brokers Ltd. (ABIBL) is a leading composite general insurance advisor. ABIBL specialises in providing general insurance broking and risk management solutions for corporates and individuals alike. ABIBL has a market share of 1.68% in the non-life industry’s premium.

HOUSING FINANCEAditya Birla Housing Finance Ltd. (ABHFL) commenced its operations in October, 2014. To help customers realise their true worth and own their dream homes, ABHFL has launched www.trueworth.co.in. Its loan book stood at ` 1,973 Crore as on 31st March 2016.

BROKING Aditya Birla Money Ltd. (ABML) is a broking company, offering equity and derivative trading through NSE and BSE and Currency Derivative on MCX-SX. ABML provides commodity trading on MCX and NCDEX through its subsidiary.

WEALTH MANAGEMENT Aditya Birla Money Mart Ltd. (ABMM) is a wealth management and distribution player, offering third party products like mutual funds, company deposits, life insurance products, structured products, property services etc. ABMM also has a wealth management service arm to cater to HNI customers.

25


INVESTING IN TECHNOLOGY AND ANALYTICS TO BUILD DIGITAL GO-TO-MARKET CAPABILITIES.

LEVERAGING THE BRAND EQUITY AND DRIVING SYNERGIES ACROSS THE BUSINESSES.

FORAY IN THE HEALTH INSURANCE AND WELLNESS SPACE TO EXPAND OUR FINANCIAL SERVICES BOUQUET.

FOCUS ON PRODUCT INNOVATION AND DIFFERENTIATION TO ADD VALUE TO THE CUSTOMERS ACROSS THEIR LIFECYCLE.

We are Future Ready

Future-ready strategies

26


Company Overview

Telecom

Future-Ready India Loves To Connect With The World

The Indian Mobility Sector, the crown jewel in the success stories of India’s economic liberalization and privatization efforts, is the world’s 2nd largest market by subscriptions with over 1 billion connections. Over the last two decades, the wireless industry, especially the private sector, has built one of

form of a mobile voice highway connecting over 5 Lakhs towns and villages across India. With an active subscriber penetration of 73.7%, the Indian

new subscriber addition.

The Indian telecom industry is gradually transitioning from a pure voice market to a mix of voice and data services. Internet as a category has, thus far, witnessed a slow and steady adoption and the country ranks amongst the lowest in terms of mobile broadband penetration.

However, the top Indian private mobile operators are now working at breakneck speeds to create a world class digital highway. With massive investments in expansion of mobile broadband networks and capacity enhancement, aided by a rapid growth in smartphone adoption and a growing ecosystem of digital services

and applications, India appears to be at the cusp of a digital revolution.

The Indian mobility sector is also expected to undergo major market structure changes. Mobile voice market is likely to consolidate and may be limited to 5 to 6 players. However, the mobile data segment will witness an increase in the competitive intensity, though it may be restricted to the top 4 to 5 large pan India operators including the new entrant.

To capitalise on the emerging data opportunity, Idea is in the midst of building wide and deep mobile broadband infrastructure with massive expansion of 3G and 4G networks. To catalyse the uptake of mobile broadband services through an expanded ecosystem of digital services and applications, Idea is also working on developing its own Digital Content Services. Further, Idea already has its own digital wallet offering ‘Idea Money’ and is now working with Aditya Birla Nuvo Ltd. towards launch of Payments Bank services.

Mr. Himanshu Kapania Business Head - Telecom Managing Director - Idea Cellular Ltd.

27


Idea Cellular is the 3rd largest cellular operator in India and the 6th largest in the world. Idea’s pan-India customer reach spans 8,000+ exclusive outlets and 1.6 million transacting retailers. Idea is a pan-India integrated GSM operator, offering 2G services in all 22 service areas, 3G services in 21 service areas and 4G services in 10 service areas across more than 390,000 towns and villages.

Idea has an enviable track record of being the fastest growing large operator for the 8th straight year. Mirroring the brand popularity and quality of its services, Idea’s active subscribers ratio at 104.4% as of February 2016, is the highest in the industry. Idea is also the leading net subscribers’ gainer in the mobile number portability programme.

Note 1: Based on gross revenue for FY 2015-16 for UAS and mobile licenses only (Source: TRAI)Note 2: In terms of subscribers, based on operations in a single country (Source: GSMA, December, 2015)Note 3: Standalone = Idea Cellular and its 100% subsidiaries

Post allocation of the spectrum won in March 2015 auction, Idea has 87.6% of its total spectrum holding acquired through auction which provides

on the consumer demand and development of eco-system. To capitalise on the data opportunity, Idea is aggressively expanding its 3G and 4G footprints, leveraging its strong spectrum bank. Idea’s own

87% of its revenue.

Idea is listed on NSE and BSE, with a market capitalisation of ` 397 billion as on 31st March, 2016.

18.9Revenue Market share1

% 44Incremental Revenue market share1

%

6Largest mobile operator in the world2

th

Standalone3

generated in FY 2015-16

10,120 cr`

184Active Subscribers base

Mn

3Largest mobile operator in India1

rd

We are Future Ready

28


Company Overview

Mobile data represents an attractive plethora of opportunity. Low internet penetration, coupled with aggressive data network infrastructure expansion by telecom operators augur well for the industry, going forward.

Mobile Data is the Future of Communication

INDUSTRY OPPORTUNITY Low wireless internet users penetration at 30.9%

(312 million subscribers) of total mobile subscribers. There are about 600 million mobile users who are yet to adopt mobile data services.

Nascent 11.8% penetration of mobile broadband (3G+4G) users (120 million subscribers).

Emerging revenue streams: Mobile banking & digital wallet, launch of 4G services on LTE platform, M2M, IoT & Cloud, WiFi, digital content services, viz., music, movies & videos, games, rich messaging, VoIP etc.

GROWING DATA BUSINESS About 44 million Idea subscribers are on 2G

EDGE, 3G HSPA and 4G LTE services.

About 22.9 million Idea subscribers, i.e., less than 13% of its total subscribers use 3G mobile data services.

Idea is aggressively expanding its 3G and 4G footprint and has more than doubled 3G+4G cell sites year-on-year.

Idea’s own 3G and 4G spectrum covers 87% of its revenue.

Idea has its own digital wallet offering through Idea Money and is now working with ABNL to launch Payments Bank services.

29


BUILDING WIDE AND DEEP BROADBAND INFRASTRUCTURE TO TAP DATA OPPORTUNITY.

STAYING AHEAD OF THE CURVE THROUGH DIFFERENTIATED CUSTOMER SERVICE AND NETWORK QUALITY.

ENTRY INTO DIGITAL CONTENT SERVICES AND PAYMENTS BANKING SERVICES.

INNOVATIVE DISTRIBUTION AND SERVICING MODEL TO CAPITALISE ON NETWORK EXPANSION.

We are Future Ready


30


Company Overview


Make-in-India for a Future-Ready India

VFY has a niche market globally. Premium and growth is driven by quality and value added yarns. To tap this growth, Indian Rayon is expanding its capacities

In the fertilisers business, being a highly regulated industry, for future growth, Indo-Gulf is scaling up its agri-inputs trading business and widening its offerings to capitalise on its brand equity and the vast reach of its urea distributors.

At present, demand in domestic insulators market is sluggish. However, the medium term demand

scenario is expected to improve, driven by the Government’s ambitious ‘Make-in-India’ initiative and reforms like ‘UDAY’. Aditya Birla Insulators is focusing on maximising its capacity utilisation and enhancing

With the proposed scaling up and asset sweating plans, ABNL is future ready to steer its manufacturing businesses from strength to strength.

Mr. Lalit Naik Business Director - Agri, VFY, Chemicals and Insulators Managing Director - Aditya Birla Nuvo Ltd.

31


Jaya Shree Textiles is the only integrated linen manufacturer in India. It has single-handedly created the linen fashion category in India and made Linen Club a lifestyle fashion symbol in India. It has expanded the market size for linen by creating product and brand awareness and by entering into new segments. It has scaled up its retail footprint under the “Linen Club” Fabric brand from just 21 exclusive brand outlets (EBOs) in March 2009 to 131 EBOs in March 2016.

Increasing popularity of Linen as a comfort and style fabric will continue to drive its domestic demand. To

meet the growing linen demand in India, currently about 70% of Linen Yarn demand in India is being met through imports. Jaya Shree Textiles, itself, imports about 55% to 60% of its annual linen yarn requirement. This denotes an expansion opportunity for domestic players. To maintain its #1 position in India and to be future ready to tap the sector growth, Jaya Shree Textiles is expanding its linen yarn capacities from current 3,400 tons to 6,200 tons per annum by June 2017.

Mr. Thomas Varghese Business Head - Textiles

We are Future Ready

32


Company Overview

Aditya Birla Nuvo’s manufacturing divisions have a strong market positioning across linen, agri, rayon and insulators businesses. Our manufacturing divisions are among the leaders in their respective

Jaya Shree is the largest manufacturer of linen yarn and linen fabric in India. It is also a leading manufacturer of wool tops and worsted yarn in India. Jaya Shree is retailing its linen fabric under the ‘Linen Club’ brand through 131 exclusive brand outlets and over 4,000 multi brand outlets.

Indian Rayon is the largest manufacturer and exporter of Viscose Filament Yarn (VFY) in India.

comfort of cotton and the lustre of silk. Indian Rayon also manufactures and sells caustic soda and allied chemicals.

Indo-Gulf fertilisers has positioned itself as a ‘total agri solutions provider’ offering a full range of agri inputs – fertilisers, seeds, agrochemicals and specialties right from sowing till harvesting. ‘Birla Shaktiman’ enjoys a market leadership position in the entire zone of Uttar Pradesh, Bihar, Jharkhand and West Bengal, Indo-Gulf’s core markets, through its excellent product quality and customer servicing.

Aditya Birla Insulators is India’s largest and the world’s fourth largest manufacturer of insulators. The Aditya Birla Insulators’ products have been running successfully in 58 countries around the world, with focus on markets in Europe and the US.

8 LargestLargest manufacturer of urea in India

Manufacturer and exporter of VFY in India

Manufacturer of insulators in India and 4th largest globally

th1 1Linen player in India

# #

33


FOCUSING ON RETAIL CHANNEL EXPANSION AND BRAND PROMOTION TO FORTIFY ‘LINEN CLUB’ FABRIC BRAND.

EXPANDING LINEN YARN CAPACITY TO CAPITALISE ON THE SECTOR DEMAND.

SCALING UP AGRI-INPUTS TRADING BUSINESS TO CAPITALISE ON THE INDO-GULF’S BRAND EQUITY.

EXPLORING NEW GEOGRAPHIES IN EXPORTS MARKET IN THE INSULATORS BUSINESS.

DRIVE BRAND BUILDING TO TRANSFORM INDIAN RAYON’S VFY INTO A DESIRABLE PREMIUM BRAND ACROSS THE VALUE CHAIN.

We are Future Ready


Our brands

34


Company Overview

The Company’s standalone balance sheet has been its growth engine and a platform to drive synergy of capital resources for decades. Hence, it is an imperative to keep the balance sheet in shape, while meeting the growth requirements of our businesses.

Today, more than 70% of standalone capital employed is deployed in long term investments. Aditya Birla Nuvo Limited (ABNL) has invested about USD 2 billion to fund the growth capital requirements of its businesses over the past one-and-a-half decade, while keeping the balance sheet healthy.

growth driver for the Company. In particular, NBFC, Housing Finance and MyUniverse will require capital support from ABNL besides the new ventures viz., Solar Power, Payments Bank and Health Insurance. Considering ABNL’s proven ability to pool cash resources coupled with the proceeds from the stake sale in the life insurance business and the steady free

balance sheet is future-ready to fund its growth plans.

Mrs. Pinky Mehta

Aditya Birla Nuvo Ltd.

Our Balance Sheet is Future-Ready

35


Long term Investments 75Net Fixed Assets 13Net Working Capital 12

At ABNL, our growth strategies derive support from the standalone balance sheet. Over the years, we have steadily enhanced our investments to cater to the growth capital needs of our various businesses. At the same time, we have endeavoured to keep our balance sheet strengthened. Consequently, our balance sheet is turbocharged to elevate us to a higher altitude of growth and sustainability.

Over the years, Aditya Birla Nuvo has built many large-scale businesses from scratch. Mergers and acquisitions have also played a key role in the Company’s transformational journey from a small manufacturing company in the late nineties to a USD 3.6 billion conglomerate today. The exponential growth of the Company has gone hand-in-hand with an optimal capital structure which is an outcome of prudent fund management, dynamic capital allocation and timely corporate actions enumerated below:

requirements.

During the past 5 years, the Company has invested close to ` 5,800 Crore in its businesses towards the capex and capital infusion requirements.

Standalone divisions have generated pre-tax cash `

Dividend receipts of about ` 500 Crore and equity infusion of ` 1,500 Crore during this period have also supported the balance sheet.

Considering the sector dynamics and to focused on other businesses, ABNL divested Carbon Black business in 2013 at an enterprise value (EV) of ` 1,451 Crore and IT-ITeS business in 2014 at an EV of about ` 1,600 Crore.

While Standalone Net Debt to EBITDA and Net Debt to Equity stood at 4.5 times and 0.44 times respectively as on 31st March 2016, adjusting for the proceeds of ` 1,664 Crore received from the sale of 23% stake in Birla Sun Life Insurance and realisation of fertilisers subsidy to the tune of ̀ 489 Crore in April 2016, the leverage stands at a comfortable position and the balance sheet stands geared up to fund its future growth plans.

Standalone Ratios

Net Debt/EBITDA Net Debt/Equity

FY13FY12 FY14 FY15 FY16

0.68

0.53

0.39 0.42 0.44

3.73.3

2.6

3.0

4.5

Long term Investments

Birla Sun Life Insurance Co. Ltd.

` Crore

1,751

2,903

1,100

2,356

1,151

201

Other Financial Services

Idea Cellular Ltd.

Aditya Birla Fashion & Retail Ltd.

Hindalco Industries Ltd.

Aditya Birla Finance Ltd.

Standalone Capital Employed (%)

` 12,637 Crore (March 2016)

Standalone Net Debt (` Crore)

3,786

3,584

3,196

3,630

FY16

FY15

FY14

FY13

FY12 3,854

We are Future Ready


Company Overview

36

CONSOLIDATED

PROFIT & LOSS ACCOUNT 2011-12 2012-13 2013-14 2014-15 2015-161

` Crore ` Crore ` Crore ` Crore ` Crore USD Million 15

Financial Services2 6,384 6,283 6,637 7,926 9,299 1,431 Telecom3 4,933 5,662 6,669 7,467 8,361 1,286 Manufacturing Divisions4 4,301 5,300 4,979 5,405 5,466 841 Fashion & Lifestyle5 2,243 3,802 4,759 5,450 - - IT-ITeS6 2,082 2,466 2,898 283 - - Carbon Black4 1,943 2,036 - - - - Solar - - - - 7 1 Inter-segment elimination (46) (58) (50) (16) (4) (1)Revenue 21,840 25,490 25,892 26,516 23,129 3,558 EBITDA 3,247 4,137 4,927 5,798 6,535 1,005 Less : Depreciation & Amortisation 1,092 1,295 1,609 1,703 1,727 266 EBIT 2,154 2,842 3,318 4,095 4,808 740 Less: Finance Costs related to NBFC 202 456 742 1,105 1,600 246 Less : Other Finance Costs 623 860 809 652 717 110 Earnings before Tax & Exceptional Items 1,330 1,526 1,767 2,338 2,491 383 Add: Exceptional Gain / (Loss)7 (104) - 5 (13) 414 64 Less : Tax Expenses 216 342 550 833 872 134

1,010 1,184 1,222 1,491 2,033 313 120 125 79 76 147 23 890 1,059 1,143 1,416 1,886 290

BALANCE SHEET 2011-12 2012-13 2013-14 2014-15 2015-161

` Crore ` Crore ` Crore ` Crore ` Crore USD Million 15

Net Fixed Assets (Including Capital Advances and CWIP) 9,354 10,677 13,045 12,342 19,052 2,931 Goodwill 3,177 4,825 4,982 3,973 2,209 340 Life Insurance Investments 21,110 22,929 24,764 30,147 30,727 4,727 Long term Investments 319 354 410 408 378 58 NBFC Lending (Including Housing Finance) 3,425 8,000 11,550 17,706 27,728 4,266 Cash Surplus & Current Investments8 1,518 2,415 1,089 4,246 1,749 269 Net Working Capital 1,497 1,773 730 160 196 30Total Funds Utilised 40,399 50,974 56,569 68,981 82,039 12,621 Net Worth 7,517 9,384 11,189 12,871 14,535 2,236 Life Insurance Policyholders’ Fund9 19,964 21,576 23,557 28,839 29,375 4,519 Total Debt 9,328 11,778 10,893 11,299 13,570 2,088 NBFC borrowings (Including Housing Finance) 2,973 6,867 9,647 14,686 22,914 3,525 Minority Interest 301 940 778 802 857 132 Deferred Tax Liabilities (Net) 317 428 504 485 788 121

40,399 50,974 56,569 68,981 82,039 12,621

RATIOS & STATISTICS Unit 2011-12 2012-13 2013-14 2014-15 2015-161

Interest Cover (EBITDA10 / Finance Costs11) x 4.9 4.3 5.2 7.2 6.9 Net Debt to Equity (Net Debt12 / Net Worth) x 1.0 1.0 0.9 0.5 0.8 Net Debt to EBITDA (Net Debt12 / EBITDA10) x 2.6 2.5 2.3 1.5 2.4 ROACE (EBIT13 / Average Capital Employed14) % 12.0 11.9 11.2 12.2 11.6

% 12.5 12.5 11.1 11.8 13.8 Basic Earnings Per Share (Weighted Average) ` 78.4 93.2 92.1 108.8 144.9 (USD 2.2)Book Value per Equity share ` 662 781 860 989 1116 (USD 17.2) No. of Equity Shareholders Numbers 146,636 146,139 142,260 132,505 135,903Closing Price as on 31st March (NSE) ` 945 976 1,091 1,664 823 (USD 12.7) Market Capitalisation (NSE) ` Crore 10,723 11,727 14,196 21,654 10,712 (USD 1.6 billion)

Note 1: Pursuant to demerger of Madura Fashion & Lifestyle into Pantaloons Fashion & Retail Ltd. (PFRL), Madura & Pantaloons businesses ceased to be the division & the subsidiary of ABNL w.e.f. 1st

Note 2: Financial Services include NBFC, Life Insurance, Asset Management, Housing Finance, Private Equity, Broking, Wealth Management, Online Personal Finance Management & General Insurance Broking businesses. Asset Management business has been proportionately consolidated at 50% till 9th October 2012, being a 50:50 Joint Venture and thereafter consolidated as subsidiary since Aditya Birla Financial Services holds 51% w.e.f. 10th October 2012.

Note 3: Represents ABNL’s share. Being a joint venture, Idea has been consolidated at ~ 25.3% from 2nd March 2010 till 10th June 2014, at 23.63% till 23rd July 2014 and at ~ 23.3% thereafter as per AS 27.

Note 4: Manufacturing Divisions include Jaya Shree, Agri, Rayon and Insulators. The Carbon Black division was divested through slump sale w.e.f. 1st April 2013. Note 5: Represents Branded Apparels & Accessories business (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Limited). Note 6: ABNL IT & ITeS Ltd., a wholly owned subsidiary of ABNL, divested Aditya Birla Minacs w.e.f. 9th May 2014. Note 7: In 2014-15, exceptional loss of ̀ 13 Crore pertains to the divestment of Minacs. This loss is without considering deferred consideration of ~` 42 Crore receivable over

next 3 years. In 2015-16, exceptional gain includes (a) ̀ 357 Crore w.r.t. cessation of PFRL as subsidiary pursuant to de-merger of Madura, (b) ̀ 50 Crore received for ` 6.4 Crore received as deferred consideration w.r.t. divestment of Minacs.

Note 8: Cash Surplus & Current Investments include cash & bank balances and fertilisers bonds Note 9: Including Fund for Future Appropriations

Note 14: Capital Employed excluding Life Insurance Policyholders’ Fund and NBFC borrowings Note 15: 1 USD = ` 65; 10 Million = 1 Crore

5-Year Financial Highlights


5-Year Financial Highlights

37

STANDALONE

PROFIT & LOSS ACCOUNT 2011-12 2012-13 2013-14 2014-15 2015-161

` Crore ` Crore ` Crore ` Crore ` Crore USD Million7

Revenue 8,433 9,754 8,021 8,938 5,466 841 EBITDA 1,050 1,116 1,246 1,186 846 130 Less : Finance Costs 313 360 267 263 280 43 Earnings before Depreciation and Tax 737 756 979 922 566 87 Less : Depreciation and Amortisation 203 219 199 189 119 18 Earnings before Tax and Exceptional Items 534 537 780 733 447 69 Add: Exceptional Gain/ (Loss)2 (104) - 24 - 56 9 Earnings before Tax 430 537 804 733 503 77 Less : Tax Expenses 85 114 130 205 143 22 3 345 423 674 528 360 55 Less : Dividend (Including Corporate Tax on Dividend) 68 78 98 110 75 12

277 345 576 418 285 44

BALANCE SHEET 2011-12 2012-13 2013-14 2014-15 2015-161

` Crore ` Crore ` Crore ` Crore ` Crore USD Million7

Net Fixed Assets (Including Capital Advances and CWIP) 1,976 2,226 1,866 1,879 1,589 244 Long term Investments 5,598 5,857 7,952 8,695 9,465 1,456 Cash Surplus & Current Investments4 707 353 557 105 119 18 Net Working Capital 2,117 2,556 1,574 1,635 1,464 225 10,398 10,992 11,949 12,314 12,637 1,944 Share Capital 114 120 130 130 130 20 Share Warrants - 224 - - - - Reserves and Surplus 5,565 6,510 7,978 8,389 8,429 1,297 Net Worth 5,679 6,854 8,108 8,519 8,559 1,317 Total Debt 4,561 3,983 3,753 3,688 3,904 601 Deferred Tax Liabilities (Net) 158 155 88 106 173 27

10,398 10,992 11,949 12,314 12,637 1,944

RATIOS & STATISTICS Units 2011-12 2012-13 2013-14 2014-15 2015-161 Interest Cover (EBITDA / Finance Costs) x 3.4 3.1 4.7 4.5 3.0 ROACE (EBIT/ Average Capital Employed) % 8.8 8.4 9.1 8.2 5.8 ROACE5 (Excluding Long Term Investments) % 18.7 15.0 17.1 23.8 19.8

% 6.2 6.8 9.0 6.3 4.2 Net Debt to Equity (Net Debt6 / Net Worth) x 0.68 0.53 0.39 0.42 0.44 Net Debt to EBITDA (Net Debt6 / EBITDA) x 3.7 3.3 2.6 3.0 4.5 Dividend per Equity Share ` 6.0 6.5 7.0 7.0 5.0 (8 Cents)

% 19.7 18.5 14.5 20.8 21.0 Basic Earnings Per Share (Weighted Average) ` 30.4 37.2 54.3 40.6 27.7 (43 Cents) Cash EPS (Weighted Average) ` 47.0 56.3 64.9 57.0 37.9 (USD 58 Cents) Book Value per Equity share ` 500 570 623 655 657 (USD 10.1) Capital Expenditure (Net) ` Crore 304 449 401 223 113 (USD 17 million)

Note 1: Pursuant to demerger of Madura Fashion & Lifestyle into Pantaloons Fashion & Retail Ltd.(PFRL), Madura business ceased to be the division of ABNL w.e.f. 1st April

Note 2: In FY16, exceptional gain includes ` ` 6.4 Crore received as deferred consideration w.r.t. divestment of Minacs.

` 209 Crore on account of one-off items being (a) book gain of ` 24 Crore and net tax credit of ` 41 Crore on divestment of the Carbon Black business and (b) gain of ` 144 Crore on buyback of equity shares by Life Insurance subsidiary.

Note 4: Cash Surplus & Current Investments include cash & bank balances, fertilisers bonds and short term ICDsNote 5: (EBIT excluding Dividend Income) / (Average Capital Employed less Long Term Investments)Note 6: Total Debt less Cash Surplus & Current Investments Note 7: 1 USD = ` 65; 10 Million = 1 Crore


Statutory Reports

38

GLOBAL ECONOMY

A ccording to the latest International Monetary Fund’s (IMF) World Economic Outlook, global

economy is recovering at a sluggish pace. Geographies

and uncertainty, as they did for most of 2015. Global growth declined marginally from 3.4% in 2014 to 3.1% in 2015. The IMF projects global growth to inch up to 3.2% in 2016 increasing to 3.5% in 2017.

In the US growth is expected to be marginal; as gains from an improving housing and labour market are expected to be offset by declining exports due to a stronger dollar and an adverse global trade scenario.

The EU economies are recovering at a modest pace. However, with a mounting refugee crisis and UK’s exit from the EU, economic risks have suddenly escalated in the region. A moderate slowdown in China is expected, as excess capacity continues to unwind and its economy rebalances from investment to consumption.

INDIA OUTSHINES

A midst the challenges at global level, the growth in India was quite reassuring. India’s GDP is estimated

to grow by 7.6% in FY 2015-16 vis-a-vis 7.2% recorded in the previous year. There was a noteworthy reduction in

Control on price rise continued and a remarkable

commodity and crude oil prices. The Average WPI-

in the negative territory till December 2015. CPI average

the Reserve Bank of India (RBI) to cut interest rates to spur economic growth.

The Government is assertively implementing reforms in the agricultural, manufacturing and services sectors to take the economy on a higher and sustainable growth trajectory. With the Government’s ‘Make in

India’ campaign, India is on the path of becoming a manufacturing hub for global manufacturing giants. The Make in India week held in Mumbai in February 2016, received an overwhelming response from investors with ` 15.2 trillion (USD 222 billion) in investment commitments. Implementation of reforms such as liberalising FDI in Insurance and Defence sectors and continuous pursuit of ease of doing business has and will lead to increase in foreign investments in India.

to 1.4% of GDP during April-December 2015 from 1.7% in the corresponding period of the previous

of 3.9% of GDP for FY 2015-16. India’s per capita income at current prices rose by 7.3% to ` 93,231 in FY 2015-16, compared to `

The Indian economy crossed the USD 2 trillion mark to hit its highest-ever value in June 2016 (Source:

expected to continue, led by the Government’s focus on infrastructure development, implementation of 7th

Pay commission and projected above normal monsoon after two consecutive weak seasons. These factors will drive growth in agriculture sector, rural demand and investment cycle in the economy. The IMF forecasts India’s GDP to grow at 7.5% in 2016 and remain the world’s fastest growing economy, ahead of China.

ADITYA BIRLA NUVO : A USD 3.6 BILLION CONGLOMERATE

A ditya Birla Nuvo Limited (‘ABNL’ or ‘the Company’), is a USD 3.6 billion conglomerate having a

leadership position across its Financial Services, Telecom and Manufacturing businesses.

The Company has built many large scale businesses from scratch. Mergers and acquisitions have also played a key role in Aditya Birla Nuvo’s transformational journey from a small manufacturing company in the late nineties to a large conglomerate today. Well recognised for its market leadership and cost management in industrial businesses till late nineties, the Aditya Birla Group today has a successful and marked presence in the consumer centric service sector space through ABNL.

Management Discussion & Analysis


Management Discussion and Analysis

39

During FY 2015-16, the Company continued to progress in line with its mission:

• Investing in promising sectors

• Building leadership in businesses

• A platform to drive synergy of resources

• Delivering best value to all the stakeholders

• To be a responsible corporate citizen

INVESTING IN THE PROMISING SECTORS

D uring the year, the Company has forayed into three promising sectors for driving its future growth -

Solar Power, Payments Bank and Health Insurance. In all these three new ventures, the Company has entered into a 51:49 Joint Venture (JV) with strong partners which will not only share the risk-reward but also bring in the sector expertise on the table.

Solar Power: The Government’s focus on clean energy has created a huge potential market for Solar Power. To tap the sector opportunity, the Company entered into a 51:49 JV with the Abraaj Group in October 2015. In March 2016, the Company won 60 MW Solar Power Projects in Karnataka. The power purchase agreement has been signed in June 2016 and the commissioning is targeted by the end of 2016-17.

The Company had received in-principle approval to set up Payments Bank as promoter in September 2015. It has incorporated ‘Aditya Birla Idea Payments Bank Ltd.’ in a 51:49 JV with Idea Cellular in February 2016. The JV is in the process of appointing senior management team, selecting the right IT system

processes. It is planning to launch services by the end of 2016-17, after requisite approvals from RBI are in place.

Health Insurance: The Company entered into a 51:49 JV with MMI holdings Ltd. – a leading South African

into health insurance sector in India. Having received approval from FIPB, the JV is planning to launch its services during the second half of 2016-17, subject to

BUILDING LEADERSHIP POSITION IN BUSINESSES

B esides promoting the new ventures, the Company continues to invest in the existing businesses

to tap the growth opportunities and to fortify its leadership position in these businesses. The business wise highlights are as follows:

Aditya Birla Financial Services (ABFS)

•services player having portfolio of 12 businesses.

• Ranks among the top 5 fund managers in India (excluding LIC).

• Funds under management at USD 28.4 billion1

(` 184,276 Crore), grew y-o-y by 12%.

• Lending book in the NBFC business (including Housing Finance) reached USD 4.3 billion (` 27,728 Crore) mark – registering a 57% year-on-year growth.

• Annual revenue from the established businesses2

reached USD 1.4 billion (` 9,192 Crore) and Earnings before Tax reached USD 171 million (` 1,100 Crore), recording a growth of 16% and 21% respectively.

• Trusted by 8.8 million customers and anchored by over 11,500 committed employees, ABFS has a strong nation-wide presence through about 1,350 branches /touch points and around 1,20,000 agents / channel partners.

The Company has forayed into three promising sectors for driving its future growth - Solar Power, Payments Bank and Health Insurance

3

Note 1: Includes AUM of Life Insurance, Private Equity and quarterly AAUM of Asset Management businesses Note 2: Established businesses include Life Insurance, Asset Management, NBFC, Private Equity, Broking, Wealth Management and General

Insurance Advisory. New businesses include Housing Finance, MyUniverse and Health Insurance.


Statutory Reports

40

Telecom (Idea Cellular)

• Idea is the world’s sixth largest1 cellular operator. Idea is the third largest cellular operator in India with revenue market share (RMS) growing year-on-year from 17.5% to 18.9%2.

• Garnered Incremental RMS of 44%2.

• Revenue at USD 5.5 billion (` 35,935 Crore) up by 14%.

• EBITDA at USD 2 billion (` 13,257 Crore) up by 18%.

• Strong standalone3 (` 10,120 Crore), a rise of 19%.

• Healthy balance sheet with standalone Net Debt to EBITDA at 3.25 times as on 31st March, 2016.

Manufacturing Divisions (Jaya Shree, Agri, Rayon & Insulators)

• India’s largest Linen, Viscose Filament Yarn (VFY) and Insulators manufacturer and one of the leading manufacturers of urea.

• Revenue at USD 841 million (` 5,466 Crore).

• EBITDA at USD 117 million (` 764 Crore) up by 24%.

• (` 671 Crore), a year-on-year rise of 30%.

• Strong Return on Average Capital Employed (ROACE) at 21% per annum.

A PLATFORM TO DRIVE SYNERGY OF RESOURCES

• Standalone balance sheet has been ABNL’s growth engine and a platform to drive synergy of capital resources.

• During FY 2015-16, the Company spent a capex of ` 113 Crore for its divisions and infused capital of ` 967 Crore in the Financial Services businesses.

• The standalone net debt increased from ` 3,584 Crore in March 2015 to ` 3,786 Crore in March 2016. Net Debt to EBITDA stood at 4.5 times and Net Debt to Equity at 0.44 times.

• During April 2016, ABNL received ` 1,664 Crore from the sale of 23% stake in BSLI and also realised fertilisers subsidy of ` 489 Crore. Adjusting for these, Net Debt to EBITDA stands comfortable for funding the future growth capital requirements.

• For 2016-17, ABNL plans to incur a capital expenditure of about ` 325 Crore for its divisions

including ` 191 Crore and ` 40 Crore towards the expansion of Linen Yarn and VFY capacities respectively. Besides, there will be a capital requirement to the tune of about ̀ 750 Crore in the Financial Services businesses (mainly towards NBFC, Housing Finance and MyUniverse businesses) and equity funding requirement to the tune of ` 150 Crore put together for ABNL’s 51% share in the new ventures viz., Solar Power, Payments Bank and Health Insurance.

• ABNL’s standalone balance sheet stands strong enough to fund its growth plans, factoring in the proceeds from stake sale in life insurance business

from divisions and its ability to pool capital resources.

DELIVERING BEST VALUE TO ALL THE STAKEHOLDERS

I n the direction of unlocking / discovering value for the shareholders, the Company has undertaken following

corporate actions during the year:

De-merger of Fashion business

• In a bid to capitalise on its large market presence in the branded fashion space in India, ABNL on 3rd May, 2015, announced consolidation of its branded apparels businesses under its listed subsidiary - Pantaloons Fashion & Retail Limited (“PFRL”) through a composite scheme of arrangement (“Scheme”).

• Madura Fashion, the branded apparel retailing division of ABNL and Madura Lifestyle, a luxury branded apparel retailing division of ABNL’s subsidiary - Madura Garments Lifestyle Retail Co. Ltd. - stand transferred to and vested in PFRL on scheme becoming effective on 9th

the operations post consolidation, PFRL was renamed as ‘Aditya Birla Fashion & Retail Limited’ (“ABFRL”) w.e.f. 12th January 2016.

• ABFRL allotted 26 equity shares to the shareholders of ABNL for every 5 equity shares held by them in ABNL. The newly allotted shares were listed and permitted for trading on BSE & NSE w.e.f. 4th February 2016.

• With the reduction in resultant holding of ABNL in ABFRL (erstwhile PFRL) to 9.1%, ABFRL has ceased to be the subsidiary of ABNL w.e.f. the appointed date, i.e., 1st April 2015.

Note 1: In terms of subscribers, based on operations in a single country (Source: GSMA, December 2015) Note 2: Based on gross revenue for UAS & Mobile licenses for FY 2015-16 (Source: TRAI) Note 3: Standalone = Idea Cellular and its 100% subsidiaries



41

• This move has created India’s largest pure play Fashion & Lifestyle Company, with a strong bouquet of leading fashion brands and retail formats, bringing India’s #1 branded menswear and womenswear players together.

• The consolidation has unlocked value for the shareholders by providing them an opportunity to participate in the promising branded fashion space directly through ABFRL.

Stake sale in Life Insurance Venture

• With the relaxation of FDI in the insurance sector by the Government and pursuant to an agreement with ABNL, the life insurance JV partner Sun Life Financial has raised its stake in the life insurance arm, Birla Sun Life Insurance (BSLI), from 26% to 49% for ` 1,664 Crore, valuing BSLI at ` 7,235 Crore.

• ABNL has received the proceeds in April 2016. It continues to hold the controlling stake in BSLI at 51%. The proceeds were utilised to reduce the debt of ABNL.

• Considering the current growth plan and with about 2 times solvency margin, BSLI is well capitalised. However, ABNL and Sun Life are committed to fund the growth requirements of BSLI, if and when required.

A RESPONSIBLE CORPORATE CITIZEN

E ven as India has made a mark on the globe as a reservoir of intellectual capital, as a nation we are

grappling with ‘quality of life’ challenges. More so, in the hinterland, where poverty is a ground reality. To address these larger issues, the Company work in tandem with the Government, the district authorities and various NGOs. We, at ABNL, believe in the trusteeship concept of management. Simply put, in the context of social

earned into programmes, which results in the larger good of the society.

• ABNL’s community engagement spans 163 villages, inclusive of 14 model villages.

• Its CSR work is in proximity to its 5 manufacturing units across 3 states of the Country.

• ABNL has spent ` 7.4 Crore in FY 2015-16 on CSR activities in the areas of Education, Healthcare, Sustainable Livelihood, Women Empowerment & Infrastructure Development.

• ABNL has also mobilised ` 22.1 Crore through various Government schemes, acting as a catalyst for the community.

Garnered by ABNL from the sale of 23% stake in Life Insurance arm

` 1,664 Crore

Created India’s largest pure play listed branded apparel retail Company- Aditya Birla Fashion & Retail Ltd.

Largest


Statutory Reports

42

Note 1: Pursuant to the demerger of Madura Fashion & Lifestyle into Pantaloons Fashion & Retail Ltd. (PFRL), w.e.f. 1st April 2015 and the divestment of the IT-ITeS business w.e.f. 9th

` 357 Crore on account of cessation of PFRL as subsidiary of ABNL.

Consolidated Financials - FY 2015-16

Earnings Mix

FY16 Reported

FY15 Like-to-Like1

EBITDA (` Crore)

6,535

5,272

Y-o-Y 24%

FY16 Reported

FY15 Like-to-Like1


1,8862

1,447

Y-o-Y 30%

Revenue (` Crore)

FY16 Reported

FY15 Like-to-Like1

23,129

20,798

Y-o-Y 11%

Earnings

Pursuant to the demerger of the Company’s Madura Fashion division into its subsidiary Pantaloons Fashion & Retail Ltd., the resultant company has ceased to be ABNL’s subsidiary and hence has been excluded from its

st April 2015. The IT-ITeS business of the Company was divested w.e.f. 9th May 2014. Hence,

Fashion and IT-ITeS businesses from previous year’s reported results, the consolidated earnings registered a robust year-on-year growth. Revenue grew by 11% to ` 23,129 Crore, EBITDA surged by 24% to ` 6,535 Crore

` 1,886 Crore.

Outlook

The Company remains “Big on Growth”. It is not only promoting new ventures in the promising sectors but also

investing in the existing businesses to tap sector growth

has always been “Based on Strong Fundamentals”. Thrust on offering best-in-class products and services, building quality asset portfolio, optimum sweating of assets to enhance productivity, investing in building leadership

embedded in the Company’s DNA.

A strong balance sheet, an experienced management team, salient brand equity, leadership positions across businesses and a talented human asset are the key drivers which will support future growth of ABNL and the Company will continue to create value for all the stakeholders.

A report on business-wise industry scenario, performance and outlook follows.

Segment Revenue (%)


Segment EBIT (%)




43

Financial Services Sector Overview

I ndia is today one of the most vibrant global economies, on the back of robust banking and

sector is undergoing rapid expansion, both in terms

entities in the market.

The Government has taken various steps to

availability of capital resources. RBI has recently paved

inclusion agenda.

The Government has also allowed FDI in the insurance and pension sectors up to 49% under automatic route. The Prime Minister of India has launched the Micro Unit

would in turn provide loans to small and vulnerable sections of the business community.

Financial Services (Aditya Birla Financial Services)

PROGRESSION OF ADITYA BIRLA FINANCIAL SERVICES

1991 Foray in the

NBFC business

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

1994 Foray in the Mutual

Fund business

2009-10 Launched Private

Equity Fund

2012 Launched MyUniverse,

India’s #1 online personal

1999 Acquisition of schemes of Apple mutual fund

2005 • businesses under Aditya Birla Nuvo • Acquisition of Alliance mutual fund

2009 Entered retail broking through acquisition of Apollo Sindhoori

2014 • Foray in the Housing Finance business

• Acquired mutual fund schemes & portfolio accounts of ING Mutual Fund

• in MyUniverse

2016 • Entered into JV with

MMI Holdings to foray into health insurance business in India

• Sun Life raised its stake in life insurance JV from 26% to 49%

At ABFS, our vision is to be a leader and role model

business. We are committed to being a “leader” in all facets of our businesses, as the top 10 players

pools in that segment. Being a “role model” means setting high standards in all that we do, so that we can continue to earn the trust of our customers. To “broad-base” our offerings allows us to meet all the needs of our customers across their life cycle. And an “integrated” business allows us to derive synergies, allows our people a world of opportunities across our many lines of businesses and delivers our customers

portfolio of 12 lines of businesses and being positioned among the top players in many segments, along with driving synergy across the platform, we believe we are on course with our slated vision.

Business Head - Aditya Birla Financial Services


Statutory Reports

44

ADITYA BIRLA FINANCIAL SERVICES

A ditya Birla Financial Services (ABFS) is an umbrella

life insurance, asset management, corporate lending,

equity, broking, wealth management & distribution, pension fund management, general insurance advisory

has plans to foray into the health insurance business in India, soon.

In line with its vision, ABFS has transformed itself

in India. It ranks among the top 5 fund managers in India (excluding LIC) with USD 28.4 billion3

(` 184,276 Crore) of funds under management. ABFS,

and services, caters to the life assurance, investment,

their lifecycles.

It is the 4th largest private life insurer in India in terms of new business premium market share. It is the 4th largest asset management company in India. It is among the top 10 non-HFC, non-PSU NBFCs in India with USD 4 billion of loan book. Its online personal

in India with 2.6 million registered users.

Anchored by over 11,500 employees and trusted by 8.8 million customers, ABFS has a nation-wide reach through about 1,350 branches and more than 1,20,000 agents and channel partners.

Aditya Birla Financial Services1 (` Crore)

Business Revenue Earnings Before Tax

2014-15 2015-16 2014-15 2015-16

Aditya Birla Finance Ltd. (NBFC) 1,776 2,442 411 626

Birla Sun Life Insurance Co. Ltd. 5,267 5,708 285 140

Birla Sun Life Asset Management Co. Ltd. 596 765 182 314

Aditya Birla Insurance Brokers Ltd. 73 97 27 33

Aditya Birla Money Ltd. (Broking) 119 120 6 4

Aditya Birla Money Mart Ltd. (Wealth Management) 86 60 6 (9)

Aditya Birla Capital Advisors Pvt. Ltd. (Private Equity) 21 20 6 6

Others / Elimination (18) (20) (7) (4)

Established businesses2 7,920 9,192 915 1,110

New businesses (Housing Finance, MyUniverse & Health Insurance) 5 107 (67) (115)

Total ABFS 7,926 9,299 848 995

Management Co. Ltd., Aditya Birla Insurance Brokers Ltd. and Aditya Birla Money Ltd.Note 2: Established businesses include Life Insurance, Asset Management, NBFC, Private Equity, Broking, Wealth Management and General

Insurance Advisory.Note 3: Includes AUM of Life Insurance, Private Equity and quarterly AAUM of Asset Management businesses.

Funds under Management 3 (` Crore)

Mar’16

Mar’15

Mar’11

1,84,276

1,64,775

88,201

5-Year CAGR 16% 5-Year CAGR 8% 5-Year CAGR 19%

12%

Earnings Before Tax (` Crore)

FY16

FY15

FY11

1,110

915

472

Revenue (` Crore)

FY16

FY15

FY11

9,192

7,920

6,304

16% 21%

(Established businesses2) (Established businesses2)



45

To fortify its market positioning and expand its portfolio, ABFS continues to invest in the existing as well as new lines of businesses. It has scaled up its operations from

portfolio of 12 lines of businesses today including planned foray in the health insurance business.

rose by 17% to ` 9,299 Crore led by the NBFC, Life Insurance and Asset Management businesses. Earnings before tax soared by 17% from ` 848 Crore to ` 995 Crore, driven by the NBFC and Asset Management

` 650 Crore grew by 2%.

Outlook

sector remains robust. The country is projected to

2020, as per a joint report by KPMG-Confederation of Indian Industry (CII). According to India Brand Equity Foundation, Gross national savings in India is expected to reach USD 1.2 trillion by the end of 2019. India’s HNWIs (high net worth individual) wealth is also likely to expand at a CAGR of 19.7% to reach around USD 3 trillion by 2020. The average investment by Indian retail investors in stock market is about 2% which the Government is aiming to increase to 10–15% by 2025. Technology will remain at the centre during this growth journey. The data management and analytics are going to play an important role. Major players in the sector are now looking to use data to understand their customer

or using mobile money to reduce cash dependence, the industry will have to rely on emerging technologies to gain results.

Aditya Birla Financial Services (ABFS), having a well

opportunities offered by the under-served Indian market. Its presence across a wide spectrum of

provide end-to-end services to its customers through

needs, to covering their life and non-life related risks,

Consistent strengthening of market positioning across its businesses, unrelenting focus on product innovation, strong brand equity and an experienced management team makes ABFS future ready.

ADITYA BIRLA FINANCE LTD. (NBFC)

A ditya Birla Finance Limited (ABFL) is one of the India’s leading and the most reputed non-banking

across all its core functional processes in March 2013 by BSI, a leading global independent business services organisation. It offers customised solutions in the areas of Capital Market, Corporate Finance, Commercial Real Estate and Mortgages and Infrastructure Project and Structured Finance.

Industry Overview

The Indian economy continues to be in a bright spot. The country’s credit industry is at a unique juncture in its history with fundamental changes in the banking

from strength to strength.

Overall credit growth over the coming decade in India is expected to remain robust, and NBFC growth in particular has a much larger potential. NBFCs grew by 18.8% year-on-year for nine months ended 31st December 2015 vis-à-vis 14.5% growth attained in FY 2014-15. Credit market activity was weighed down by a weak demand due to sluggish industrial and corporate activity; and the presence of a considerable slack. In addition, risk aversion by banks owing to

Over the past 10 years, NBFCs have slowly but steadily gained share in the total credit in India – from 10% in 2005 to 13% in 2015. Due to the nature of India’s

segments of the economy that banks cannot adequately

Funds Under Management of Aditya Birla Financial Services

USD 28.4 Bn (` 184,276 Crore)


Statutory Reports

46

Mortgages segment offers customised property backed loans to fund business growth requirements comprising loan against property (48%), lease rental discounting

in 2011, it has grown multi-fold to reach ` 6,600 Crore mark. Gross disbursements were to the tune of ` 3,900 Crore during FY 16. Almost 100% of the loan book is secured. With increased focus on retail segment as a driver of future growth, ABFL is planning to expand its retail footprint through deepening of geographical presence in existing and new locations.

capital market securities to the customers to meet their liquidity requirements. Its book at ` 4,407 Crore comprises Promoter Funding (41%), Retail lending (32%), Loan against Bonds (8%) and Broker Funding (19%). Securities based lending market size has doubled in the last four years. ABFL has improved its market ranking in this segment from #6 in 2011 to #1 in December 2014 and maintained its leadership position till date. Gross disbursements were to the tune of ` 10,400 Crore during the year.

needs of SMEs, mid and large corporate clients through term loans (67%), working capital demand loans (17%),

portfolio at ` 6917 Crore comprises funding to SME (40%), large corporate (34%) and mid corporate (26%). The number of accounts in this segment has grown over four times over the past four years. Gross disbursements were to the tune of ` 11,900 Crore during FY 16.

Performance Review

Lending Book of ABFL grew year-on-year by 47% to reach ` 25,755 Crore mark as on 31st March 2016 placing it among the top 10 non-HFC, non-PSU NBFCs in India. The Corporate Finance and Infrastructure Finance segments were the largest contributors to the growth, followed by the Mortgages segment. Lending book in Infrastructure Finance, Corporate Finance, Mortgages and Capital Market segments surged by 82%, 72%, 30% and 6%, respectively.

The sound growth in the loan book has been accompanied by strong credit appraisal and risk management practices. As on 31st March, 2016, ABFL had a healthy loan book with Gross NPA ratio of 0.63% (Previous Year: 0.90%) and Net NPA ratio of 0.22% (Previous Year: 0.32%) based on 150 days past due.

growth. Earlier in 2011 it entered into mortgages and

combined together account for 54% of total loan book. Recently ABFL has entered into unsecured business loans

ABFL has expanded its loan book at a CAGR of 69%. The business has received a capital infusion of about `

ABFL expanded its branch network from 9 cities in 2011 to 18 cities in March 2016 having 29 branches today. ABFL is targeting to expand its reach to 30 cities in the next two years and deepen its penetration in current and new geographies with multi locations. To create greater brand awareness, the business is planning a balanced mix of tactical and above the line marketing.

Return on Average Equity Net Worth grew from ` 235 Crore in March2010 to ` 3,696 Crore in March 2016

15.4 % p.a. 16 x

Among the top 10 non-HFC, non-PSU NBFCs in India

TOP 10

Lending book at ` 25,755 Crore registered a 5-year CAGR of 69%

USD 4.0 Bn



47

Gross NPA ratio Best-in-Class in the industry.

0.63%

Segment-wise loan book (%)

Infra Finance 28Corporate Finance 27Mortgages 26Capital Market 17Others 2

Lending Book (` Crore)

FY16

FY15

FY11 1,850

25,755

17,56447%

5-Year CAGR 69%

Infrastructure Finance segment provides project and structured funding to infrastructure and other emerging sectors. Debt syndication team helps raise debt and equity funding. Commenced in 2011, the lending book in this segment has grown multi-fold to ` 7,336 Crore. Its

for more than 15% of the infra segment loan book. Having an average ticket size of about ` 100 Crore, the average tenure of the loan book stands at less than 5 years. Gross disbursement stood at ` 5,657 Crore during the year and Debt Capital Market & Debt syndication at ` 2,300 Crore.

ABFL has very recently started providing retail unsecured business loans to SMEs and MSMEs and personal Loans to salaried Individuals. The book size stood at ` 22 Crore as on 31st March 2016. Given the changing technological landscape, ABFL is parallely developing digitised modes of acquiring and servicing customers. Proposed digital lending model will evolve as paperless and resource light model to source, evaluate and service customers.

During FY 2015-16, ABFL’s revenue soared by 37% from ` 1,776 Crore to ` 2,442 Crore, driven by strong growth in the lending book and fee based income. Its earnings before tax rose by 52% from ` 411 Crore to ` ` 271 Crore to ` 409 Crore. Return on average equity

expanded by 80 basis points to 15.4% p.a.; and return on average assets enhanced by 8 basis points to 2.1% p.a.

ABFL received a capital infusion of ` 702 Crore during the year, a large part of which was funded during the fourth quarter. This supported the growth, while keeping leverage at optimum levels. Its net worth expanded year-on-year by 43% from ` 2,585 Crore to ` 3696 Crore led by capital infusion and internal accruals. The business is growing at a good pace and will require further capital for future growth.

with 70% of total borrowings being long-term. Capital Adequacy ratio stood at 16.2% (Tier 1 : 13.7% and Tier II : 2.5%). It has highest A1+ rating for short term debt and AA+ rating for long term debt from ICRA and India Ratings.

Net Worth (` Crore)

Mar’16

Mar’15

Mar’11

3,696

2,585

497

EBT (` Crore)

FY16

FY15

FY11

626

411

55

52% 43%

Revenue (` Crore)

FY16

FY15

FY11

2,442

1,776

196

37%

5-Year CAGR 66% 5-Year CAGR 63% 5-Year CAGR 49%

` 25,755 Crore

(March 2016)


Statutory Reports

48

(%)

FY15 FY16

Total Income / Average Loan book 13.1 12.6

Interest Cost / Average Loan book 8.2 7.8

Net Interest Income (Including Fee income) 5.0 4.8

Opex / Average Loan book 1.5 1.2

Provisions & Write-offs / Average Loan book 0.5 0.4

Earnings before Tax / Average Loan book 3.0 3.2

2.0 2.1

1.16

0.84 0.830.58

0.32 0.22

1.23 1.29

0.900.63

NPA Trend (%)

Mar’12

Gross NPA Net NPA

Mar’13 Mar’14 Mar’15 Mar’16

35 36

31 29

25

Opex to Net Interest Income (%)

FY12 FY13 FY14 FY15 FY16 FY12 11.42.2

FY131.9

14.3

FY152.0

14.6

FY162.1

15.4

Return on Avg. Equity and Assets (%)

FY141.9

13.1

Return on Avg. Equity Return on Avg. Assets

(` Crore)

2014-15 2015-16

Loan Book 17,564 25,755

Revenue 1,776 2,442

Earnings before Tax 411 626

271 409

Net Worth 2,585 3,696

Borrowings 14,594 21,409

Leverage (times) 5.6 5.8

Outlook

India as a percentage of GDP at 97% remains very low compared to 165% to 447% in large economies like China, US, Japan and UK. NBFC credit as percentage of GDP is even lower at 13% compared to 33% to

forecast, Seventh Pay Commission, the Government Initiatives like Make in India and StartUp India will help bolster consumption and investment in the economy. The lower credit penetration and huge capital formation requirement of the country paints bright long term outlook for the NBFCs. Technology will play a big role in realising the inherent growth potential of NBFCs.

Aditya Birla Finance Ltd., through its customised

to partner with the entrepreneurial India in pursuing and executing its ambitious growth strategies. ABFL will continue to pursue its future growth strategies through deepening of its relationships across segments. It is planning to further diversify its offerings for sustainable growth. Besides, sustaining the asset quality, effective use of technology to enhance productivity and broad basing its liability mix will remain the key focus areas.



49

ADITYA BIRLA HOUSING FINANCE LTD.

A ditya Birla Housing Finance Limited (ABHFL) is

the National Housing Bank (NHB) Act, 1987. ABHFL enables its customers to own their dream homes

such as home loans, home improvement and home construction loans, balance transfer and top-up loans,

Industry Overview

The total housing credit outstanding in India as on 31st December 2015 crossed ` 11.9 trillion growing at an annualised rate of 18% over ` 10.5 trillion of credit outstanding as on 31st March 2015.

The share of Housing Finance Companies (HFCs) and

37% as on 31st December 2015. The growth for HFCs and NBFCs has largely been driven by higher growth in the portfolio of smaller HFCs.

The market has multiple players operating in the housing

increasing steadily. Most of these new entrants focus on the relatively under-penetrated low-ticket home loan segment or affordable housing segment or on self-employed segment. Besides, six companies have applied to NHB for HFC licenses, which are under process.

Performance Review

ABHFL, which commenced operations in October 2014,

business. From ` 142 Crore of loan book and a base of 109 active customers in March 2015, ABHFL has ended March 2016 with a loan book of ̀ 1,973 Crore and about 2,600 active customers. On an average, more than 200 customers have been added every month with an average monthly disbursement of over ` 150 Crore. A sum of ` 189 Crore was infused during the year to fund the loan book growth.

There was a strong focus on building distribution capabilities and delivery infrastructure, which led to ABHFL’s footprint expanding from 15 markets in March 2015 to 32 markets in March 2016. Over 700 channel partners were empanelled this year to improve our indirect sourcing capabilities. In the direct sourcing space, online customer acquisition, builder associations and the Aditya Birla Group ecosystem were effectively leveraged. ABHFL has

and processes for loan origination till on-boarding and servicing.

The underlying message that ABHFL wants to deliver to its customers is – “Don’t settle for less - Know your true worth - Get the home you truly deserve - Ghar wahi jo aapke kaabil ho!”. ABHFL has combined the customer need and its product proposition to give birth to www.trueworth.co.in - a tool that helps home buyers realise their true worth. ABHFL has built a communication campaign around this idea that is currently running across multiple touch points.

Outlook

sector remains favourable owing to the Government of India’s focus on ‘Housing for All by 2022’, which could push the overall housing credit growth upwards of 20% p.a. over next 5 years to reach a projected ` 31 trillion loan book size. Individual Home Loans, at ` 8.7

31st December 2015, denoting three times opportunity compared to other mortgages loans.

book through optimal product-sourcing-customer mix. Thrust will be on tactical marketing for branding and customer acquisition, quality customer service for better customer retention and improving operating

Lending book as on 31st March 2016

` 1,973 Crore

(` Crore)

2014-15 2015-16

Loan Book 142 1,973

Revenue 3 101

Earnings before Tax (5) (30)

Net Worth 46 205


Statutory Reports

50

private players in Group new business premium with 25.6%1 market share up from 23.1% market share in the previous year.

BSLI recorded a gross premium income at ` 5,580 Crore, registering a growth of 7% over previous year. New business premium income was up by 15% at ` 2,220 Crore. While new business premium income from the Group segment surged by 28%, individual life segment premium declined by 7%. On a like-to-like basis, i.e., excluding sales from Citi Bank from last year, individual life premium grew y-o-y by 5% driven by Agency channel. The Agency channel gained momentum through deeper penetration and enhanced productivity and posted a growth of 10% in individual

` 285 Crore to ` 140 Crore primarily on account of decline in the in-force book over past few years and due to higher expense gap.

Assets under Management enhanced by 2% to ` 30,811 Crore. Equity and non-equity assets contributed to 29% and 71% of the total AUM respectively. BSLI continued to deliver superior investment returns to its policyholders, consistently beating benchmarks.

Besides premium growth coming back, there has been improvement in the quality of business as well. As a result of disciplined expense management, the Opex to Premium ratio (including Commission) has reduced year-on-year by 90 basis points to 20.1%. The 13th month persistency ratio improved by 250 basis points to 64.7%

Note 1: In terms of Annualised Premium Equivalent (APE)2 among private sector playersNote 2: APE = 100% of regular premium + 10% of single premium

BIRLA SUN LIFE INSURANCE CO. LTD.

Birla Sun Life Insurance Co. Ltd. (BSLI) is a 51:49 JV between ABNL and Sun Life Financial Inc., a

Canada. With an experience of over a decade, BSLI has contributed to the growth and development of the Indian life insurance industry; and currently is one of the India’s leading life insurance companies.

BSLI is serving a large customer base of over 1.5 million policy holders through an extensive reach of 489 branches, about 70,000 direct selling agents and over 150 corporate agents, brokers and banks.

Industry Overview

The Indian life Insurance industry currently comprises 23 private life insurers and one public sector life insurer – LIC. The top 7 out of 23 private life insurers contributed to 74% of the private sector’s total new business premium in 2015-16.

In 2015-16, the life insurance industry’s new business premium grew by 11% to ` 59,690 Crore. While LIC grew by 9%, private sector grew by 14%. Consequently, the share of private players in total new businesses increased from 47% to 48%. In terms of Individual Life new business, private life insurers grew by 14%, while LIC grew by 3%. (Source: IRDAI, www.irda.gov.in). The private sector’s new business growth was mainly driven by players having large private banks as bancassurance partners.

In a major positive development for the insurance industry, the Government of India has increased FDI limit in the insurance sector from 26% to 49%.

of the industry and help in bringing foreign capital and global best-practices. The proposed open architecture for corporate agents and banks presents

reach within the country and also through exploring POS opportunities.

Performance Review

BSLI is the 4th largest private life insurer in India with new business1 market share of 7.6% for the year ended 31st March, 2016. BSLI continued to rank # 1 among

USD 4.7 Bn (` 30,811 Crore)

Assets under management

BSLI is # 1 in Group segment with new business market share of 25.6%1

25.6%



51

No capital infusion has been required since past six years as the business is generating adequate internal accruals to fund its growth requirements.

Pursuant to an agreement with ABNL, Sun Life Financial has bought 23% stake in BSLI from ABNL for ` 1,664 Crore in April 2016, valuing BSLI at ` 7,235 Crore. ABNL continues to hold the controlling stake in BSLI at 51%.

(` Crore)

2014-15 2015-16

Individual First Year Premium 761 711

Group First Year Premium 1,177 1,509

Total First Year Premium 1,938 2,220

Renewal Premium 3,295 3,359

Total Premium Income (Gross) 5,233 5,580

Less: Reinsurance ceded & Service tax (267) (268)

Total Premium Income (Net) 4,966 5,312

Other Operating Income 301 396

Revenue 5,267 5,708

Earnings Before Tax 285 140

285 140

Assets Under Management 30,185 30,811

Net Worth 1,542 1,681

Outlook

The life insurance sector is likely to expand in a sustainable manner for the next three to four years. Growth is back for private players after a long gap. Indian Life Insurance industry ranks among the top 10 markets in the world in terms of premium volumes. However, in terms of life insurance density, India ranks 56th globally. Life Insurance density in terms of premium per capita is meagre USD 43 in India compared to global average of USD 346. The enhanced 49% FDI limit, the improvement in the macro-economic environment, and more stability in regulations augurs well for the industry growth.

BSLI is embracing itself to tap into the sector opportunities with a strong focus on building new engines for growth, continual improvement in agency dynamics, balancing product and channel mix and maintaining leadership in the group segment. Enhancing

improvement in persistency are also the focus areas.

BIRLA SUN LIFE ASSET MANAGEMENT CO. LTD.

Established in 1994, Birla Sun Life Asset Management Co. Ltd. (BSLAMC) is a 51:49 joint venture between

Aditya Birla Nuvo and Sun Life Financial Inc, Canada. It offers a range of investment options, including

and monthly income funds, a wide range of debt and treasury products and offshore funds, and so on.

Industry Overview

The Indian mutual fund industry comprises 42 asset management companies. The top 10 asset management companies continued their dominance, capturing about 80% of the industry’s domestic average AUM (AAUM). The AAUM of Indian mutual fund industry grew year-on year by 14% to reach its highest ever ` 13.5 trillion.

Industry’s Equity Assets grew year-on-year by 15% to ` 4.2 trillion contributing to 33% of industry’s AUM growth during past one year. During the quarter ended 31st March 2016, the share of equity AAUM in the total industry AAUM stood at 31%. Debt and Liquid assets grew by 12% and 16% respectively to ` 6.1 trillion and `

Performance Review

The total AAUM of BSLAMC expanded year on year by 14% to ` 152,427 Crore. Its market positioning as 4th largest asset management company in India got cemented with an improved market share of 10.1%. Its domestic Equity AAUM surged y-o-y by 23% to ` 31,891 Crore driven by 10% growth in equity net sales.

Average assets under management

USD 23.5 Bn (` 152,427 Crore)

Largest Asset Management Company in India

4th


Statutory Reports

52

BSLAMC is consistently gaining market share with a strong focus on scaling up retail and higher margin assets. Its equity ranking improved to #4 with market share improving from 7.11% to 7.61%. Share of equity assets in domestic AAUM rose y-o-y by 175 bps to 23.4%. Its monthly SIP book size increased by 59% y-o-y to reach ` 282 Crore, and live SIP market share increased by 82 bps y-o-y to 9.69%.

Its domestic Equity AAUM has grown almost 3 times in past 5 years and its offshore assets have grown more than 5 times to ` 13,718 Crore.

In recognition of its strong fund performance across multiple asset classes, BSLAMC was adjudged as ‘Runner up - overall AMC of the year’ and ‘Runner up – Equity AMC of the year’ in Outlook Money Awards 2015.

(` Crore)

2014-15 2015-16

Average Assets under Management 1 Equity 25,881 31,891 Debt and Liquid 93,871 1,04,612Domestic 1,19,752 1,36,503 Offshore 12,028 13,718 Real Estate Fund 967 1,001 PMS 722 1,205Total 1,33,470 1,52,427Revenue (Fee Income) 596 765Earnings Before Tax 182 314

123 203Net Worth 576 779

Note 1: Average AUM for the quarter ended 31st March of the respective year.

The portfolio management services (PMS) AAUM of BSLAMC rose by 67% to ` 1,205 Crore.

The client base of BSLAMC increased y-o-y by 21% to 2.9 million customers served by 109

advisors.

Led by strong growth in assets under management, BSLAMC posted sound earnings growth. Revenue grew by 28% to ` 765 Crore. Earnings before tax rose by 73% to ` ` 203 Crore. Its Net worth has swelled by 35% to ` 779 Crore.

Outlook

Mature economies like United States and United Kingdom have developed a high AUM to GDP ratio over the years at 91% and 40% respectively. Infact, developing countries like Brazil, Spain and Mexico have higher AUM to GDP ratio at 42%, 19.5% and 9.3% respectively compared to 6.6% for India. It clearly indicates that there is a huge scope of

assets in India.

BSLAMC will continue to lay thrust on increasing its market share in equity and expanding its investor base. Increasing contribution from beyond top 15 markets will remain a focus area besides strengthening digital presence as a customer acquisition engine.

Rising Market Share (%)

9.09

5.50 7.117.61

10.09 10.10

Domestic AAUM Share Equity AAUM Share

Q4FY11 Q4FY15 Q4FY16

Growth in AAUM (` Crore)

Equity Fixed Income Offshore & Alternate Assets

Q4FY16

Q4FY15

Q4FY11 67,560

152,42731,891

25,881

11,313

104,612

93,871

52,383

15,924

13,718

3,864

133,470

5-Year CAGR 18%



53

ADITYA BIRLA INSURANCE BROKERS LTD.

A ditya Birla Insurance Brokers Ltd. (ABIBL) is a leading composite general insurance intermediary,

licensed by IRDAI. ABIBL specialises in providing general insurance broking and risk management solutions for corporate and individuals alike. ABIBL offers reinsurance solutions to general insurance companies; and has developed strong relations with Indian as well as global insurers operating in India and many others in South Asia, the Middle East and South East Asia.

Industry Overview

Gross premium underwritten by the non-life insurers in India has grown by 14% from ̀ 84,802 Crore to ̀ 96,394 Crore (Source: GIC Council). Motor Insurance, Health & Personal Accident Insurance and Fire Insurance segments attained premium growth of 13%, 21% and 8% respectively and remained the top 3 contributors to the non-life Industry premium with about 44%, 28% and 9% share.

Performance Review

ABIBL has been consistently outperforming industry and gaining market share. Its premium placement grew by 43% year-on-year from ` 1,132 Crore to ` 1,624 Crore while industry premium grew by 14%. Premium placement growth was driven by 58%, 17% and 31% growth in Motor Insurance, Health & Personal Accident Insurance and Fire Insurance segments. Its market share in non-life industry premium enhanced from 1.33% to 1.68%.

In line with growth in premium placement, ABIBL’s revenue rose by 33% from ` 73 Crore to ` 97 Crore and earnings before tax increased by 23% to ` 33 Crore. It

` 21 Crore vis-a-vis ` 18 Crore in the previous year.

Outlook

India’s insurance industry is the world’s 12th largest with a total premium of about ` 470,000 Crore in calendar year 2015. It ranks 10th in the world in the life insurance segment and 18th in the non-life segment. Non-life insurance density in 2015, measured in terms of premium per capita, is meagre at USD 11.5 in India compared to global average of USD 275.6. The sheer size and growth potential due to lower penetration makes India one of the most attractive markets.

ABIBL will continue to focus on expanding its customer base in a cost-effective manner to grow its business.

ADITYA BIRLA CAPITAL ADVISORS PVT. LTD. (PRIVATE EQUITY)

A ditya Birla Capital Advisors Pvt. Ltd. (“ABCAP”) provides investment management and advisory

services to Aditya Birla Private Equity Trust, a venture capital fund registered with SEBI. ABCAP has been formed with the aim of advising, launching and managing a series of private equity funds to invest in and harvest business growth opportunities created by the strong economic prospects of the Indian economy.

Industry Overview

Private equity industry saw robust growth with investments touching an all time high of USD 16.8 billion in Calendar Year (CY) 2015 vis-à-vis USD 11.2 billion in CY 2014. The volatility in the global markets in early CY 2016 however has dampened the investment climate,

2016. A perceptible change was witnessed during CY 2015 with buyout deals at USD 3 billion vis-à-vis only USD 631 million in CY 2014. [Source: Venture Intelligence]

Market share in non-life industry premium

1.68 %

ABIBL Market share (%)

FY12 FY13 FY14 FY15 FY16

0.50

0.931.16

1.33

1.68


Statutory Reports

54

Performance Review

Aditya Birla Private Equity (ABPE) is managing a ` 1,037 Crore of net corpus under two sector-agnostic funds. Aditya Birla Private Equity – Fund I manages ` 750 Crore of net corpus and provides growth capital to the established companies across sectors. Aditya Birla Private Equity – Sunrise Fund manages ` 287 Crore of net corpus and provides growth capital to emerging companies in sunrise sectors.

Both Fund I and Sunrise Fund have invested their net deployable corpus as on 31st March, 2016, and ABPE is planning to launch a 3rd fund soon.

During 2015-16, ABCAP reported revenue of ` 20 Crore ` 5 Crore.

Outlook

The capital adequacy norms of banks and the limit on the minimum size of contribution by investors under AIF Regulation continues to impact the ability to raise further capital in the domestic markets. Aditya Birla Private Equity is planning to make a foray into the offshore markets in FY 2016-17 for raising funds with an aim of investments into India.

While the short term outlook for India continues to be cautiously optimistic, the tenets for an economic recovery are in place viz., lower commodity prices,

interest rates. ABPE intends to handhold the portfolio companies over this growth phase for ultimately generating optimum returns for the investors.

ADITYA BIRLA MONEY LTD. (BROKING)

A ditya Birla Money Ltd. (ABML) is a broking company, offering equity and derivative trading

through NSE and BSE and currency derivative on MCX-SX. It is registered as a Depository Participant with both NSDL and CDSL and provides commodity trading on MCX and NCDEX through its subsidiary.

Industry Overview

After going through a bull phase in FY 2014-15, the equity markets remained weak during the most of FY 2015-16. Muted growth and weak sentiments at global level affected the domestic capital markets as

rate hike in almost a decade by the US Central Bank and other geo-political risks continued to weigh heavily on the

domestic markets. Market volumes fell by 8% in retail cash equity segment while grew by 16% in retail F&O and by 11% in commodity segments. Retail participation in total equity market volumes increased from 39% to 46%.

The product mix in equity markets continued to favour the low yielding derivative segment with 91.6% share. The daily cash volume de-grew by 5% to ̀ 20,274 Crore while the daily derivatives volume de-grew marginally by 3% to ` 2,22,332 Crore. This continuing trend also indicates speculative activities taking precedence over investment led activities in the capital market.

Performance Review

cash equity segment, grew from 0.64% to 0.72% in commodity segment while it de-grew from 2.48% to 1.42% in retail F&O segment.

Despite year-on-year decline of 12% in the average daily brokerage, ABML maintained its revenue at ` 120

` 3 Crore vis-a-vis ` 6 Crore attained in the previous year.

Outlook

Indian broking industry is expected to show sign of

The broking industry will continue to face pricing challenges with institutional brokerage commission being capped at 12 bps for cash market and 5 bps for

year. The yield in the F&O segment also remained under pressure due to intense competition in the segment.

ABML will continue to thrust on improving its market share by creating product and service differentiation across segments. Extensive use on technology, driving customer acquisition and retention, expanding network partners and providing value added services to its clients will be key focus areas.

Net Private Equity Fund under management

` 1,037 Crore



55

ADITYA BIRLA MONEY MART LTD. (WEALTH MANAGEMENT)

A ditya Birla Money Mart Ltd. (ABMM) is a wealth management and distribution player, offering third-

party products like mutual funds, company deposits, life insurance products, structured products, alternate investments, property services etc. ABMM also has a premier wealth management service arm to cater to the HNI customers.

Industry Overview

While there are a few large wealth management players in India; the mutual fund distribution industry is very fragmented. Advisory asset management and tax planning has one of the highest demands among wealth management services by High Net Worth Individuals

Performance Review

ABMM is one of the largest corporate distributors in terms of assets under advisory. Direct plan for investment in mutual funds continued to impact the assets under advisory across the industry. The quarterly Assets under Advisory (AUA) of ABMM stood at ` 7,814 Crore for the quarter ended 31st March, 2016, a decline of 12% over last year. However, average equity assets under advisory expanded by 20% to ` 2,185 Crore.

Revenue of ABMM de-grew from ` 86 Crore to ` 60 Crore. It posted a net loss of ` 9 Crore vis-a-vis net

` 5 Crore attained during the previous year. The capping of upfront commission on distribution of mutual funds schemes at 1% with effect from 1st April 2015 has affected the earnings of the distributors across the industry.

Outlook

The capping of upfront commission was a dampener in the short run. However, the long term outlook for the

strong. Higher gross national savings rate and rising size of high net worth individuals coupled with increasing

of professional advisors present a considerable growth opportunity for the wealth management players.

ABMM’s thrust will be on building mutual fund and PMS assets and expanding its customer base by providing value added wealth management solutions to its clients through product innovation and technology support.

ADITYA BIRLA MONEY MYUNIVERSE (ONLINE PERSONAL

FINANCE MANAGEMENT)

A integrated Online Personal Finance Management

decisions. Though Indians are great savers, few end up creating long term wealth due to lack of guidance on saving and investing their hard earned money. MyUniverse helps customers get a complete, live

their bank, credit card, mutual fund, stock, insurance and loan accounts. Apart from generating various

spending, smart saving and prudent investing.

million registered users who are managing close to ` 200 billion through this platform.

MyUniverse has been providing money management

in the country and the 2nd app in the world to support account aggregation on mobile. It has more than 1 million downloads across Android and iOS and more than 1.2 million monthly visits.

MyUniverse had launched ZipSIP in February 2015,

product to life, which allowed even non-KYC investors

bring innovations such as e-KYC and 1-click MF portfolio execution. Presently through ZipSIP, MyUniverse is the 7th largest distributor of new SIPs in numbers in India

platform in India

# 1

Money under aggregation

` 200 Bn


Statutory Reports

56

with market share and ranking improving from 0.6% and 19th during April-June 2015 to 3% and 7th during January-March 2016.

– Maxit, which allows customers to save every time he swipes his card. Maxit does this by understanding one’s cards, spends and location, and delivering the right offer, at the right place and the right time.

completely automated instant personal loan, which will ensure that the customer will have funds credited in his account, once he passes successfully through the online loan application process, instantly. Apart from this, theme based equity portfolio advisory is in the pipeline.

In December 2014, International Finance Corporation

During FY 2015-16, revenue of MyUniverse grew from ` 3 Crore to ` 6 Crore. It posted net loss of ` 70 Crore vis-a-vis ` 61 Crore in the previous year as the business is investing in technology for seamless and secure digital customer experience, in brand for accelerating customer acquisition and in products for leveraging this platform to cross sell and scale up transactions.

ADITYA BIRLA HEALTH INSURANCE CO. LTD.

Industry Overview

I ndian health insurance sector is the fastest growing segment in the insurance space. It grew at a

CAGR of 25% in the past 5 years and is expected to grow at a CAGR of 18% over next 10 years. In India, about 76% of healthcare expenditure is out of pocket due to absence of social security and a large population being self employed or working in the unorganised sector. The drivers for healthcare market are demographic transformation and increased life

expectancy, increasing incidents of lifestyle diseases, increasing cost of medication and increased affordability and awareness.

Performance Review

ABNL and its 100% subsidiary Aditya Birla Financial Services Ltd. (ABFS), had entered into a joint venture agreement with MMI Holdings Ltd. (MMI) in June 2015 to foray in the health insurance business in India. Having received the FIPB approval, MMI Strategic Investments (PTY) Limited, a wholly owned subsidiary of MMI Holdings Ltd. acquired 49% stake in the health insurance venture Aditya Birla Health Insurance Co. Ltd. (ABHICL) in June 2016. ABFS owns the controlling stake in ABHICL at 51%. ABHICL is targeting to launch of its services during the second half of FY 2016-17 subject to the approval from IRDAI. ABFS has incorporated a separate 100% subsidiary for the wellness business which is also proposed to be a 51:49 joint venture with MMI.

Outlook

Healthcare expenditure as a percentage of GDP at 5% in India is among the lowest compared to 17% in the US, 9% each in UK, South Africa and Brazil and 6% in China. However, with the rising costs, the healthcare spend as a percentage of total household expenditure has increased from 7% in 2005 to 9% in 2015 and is expected to increase to 13% by 2025. Indians are also beginning to spend increasingly on preventive care to stay away from hospitals. With the cost per hospital incident going up for retail customers and cost of sickness going up for corporate, a large opportunity exists for the private sector players in the health insurance and wellness space.

Aditya Birla Health Insurance Co. Ltd. is all set to tap the sector growth opportunity.

Largest SIP distributor in India

7th

Projected CAGR of Health Insurance Industry over next 10 years

18%



57

Telecom (Idea Cellular Limited)

Idea Cellular Limited (“Idea”) is the third largest wireless operator in India with a Revenue Market

Share (RMS) of 18.9%1 and active subscribers’ base of 184 million customers. Idea is the sixth largest mobile telecommunications company in the world2. Idea’s pan-India customer reach spans 8,000+ exclusive outlets and 1.6 million transacting retailers.

Idea is a pan-India integrated GSM operator covering over 390,000 town & villages and offering 2G services in all 22 service areas and 3G service in 21 service areas of India (except Orissa), including thorough Intra-Circle Roaming (ICR) arrangements with other operators for eight service areas. Idea now also offers 4G services in 10 service areas.

Industry Overview

Total wireless subscribers base in India increased year-on-year by 7% from 970 million to 1,034 million as of March 31, 2016. Pan India mobility rural penetration at 50.9% will be key growth driver. In FY16, about 48% of new subscriber addition came from rural sector. The regulatory changes have impacted the overall growth of the industry in FY 2015-16 viz. reduction in IUC settlement charges, sharp drop in roaming and SMS charges coupled with the increase in service tax etc. Industry has also faced intense battle for new subscribers in Voice segment and slower than anticipated new customer uptake for wireless broadband services against colossal supply increase both, by existing 3G operators expanding coverage and launch of new 3G and 4G services from spectrum acquired by telecom licensees in the Auctions of 2014 and 2015.

Despite slow revenue growth of telecom industry, Idea continues its enviable track record of being the fastest growing large operator for the 8th straight year. During

wireless sector grew moderately by 5.4% to USD 29.7 billion (` 1.93 trillion) vis-a-vis growth of 10.8% attained in the previous year. Idea cellular outperformed the industry by registering 14% revenue growth. (Source: TRAI).

Note 1: Based on gross revenue for FY 2015-16 for UAS and mobile licenses only (Source: TRAI)Note 2: In terms of subscribers, based on operations in a single country (Source: GSMA, December 2015)

During FY 2015-16, Idea extended its stupendous track record of outperforming the industry by growing at more than 2 times the industry growth rate. It remains the fastest growing Indian Telco, now for 8th year in a row. While Idea’s legacy revenue market share stands at 18.9%, Idea is a clear #2 in terms of incremental revenue market share over the past three years. On the back of

` 10,000

Idea, wide distribution channel reach and rapid network expansion, Idea stays nimble, agile,

emerging opportunities in Mobile Voice and Data Market.

Business Head - Telecom

Performance Review

Post allocation of the spectrum won in March 2015 auction, Idea has 237.1 MHz of spectrum acquired in auction which is 87.6% of its total spectrum holding. The

offer any service (2G, 3G or 4G), based on the consumer demand and development of eco-system. To capitalise on the data opportunity, Idea is aggressively expanding its 3G and 4G footprints, leveraging its strong spectrum bank. Idea’s own 3G/4G wireless broadband spectrum now covers 87% of its revenue.

Mobile operator in the world2

# 6


Statutory Reports

58

Mobile operator in India with 18.9% RMS1

# 3

Idea’s pan-India revenue market share1 rose from 17.5% in FY 2014-15 to 18.9% in FY 2015-16. Idea contributed to 44% of the industry’s incremental mobile revenue during FY 2015-16.

Mirroring the brand popularity and quality of its services, Idea’s active subscriber ratio at 104.4% as of February 2016, is the highest in the industry. Idea is also the leading net subscribers’ gainer in the mobile number portability programme.

Note 1: Based on gross revenue for FY 2015-16 for UAS & Mobile licenses only. (Source: TRAI)Note 2: Standalone = Idea Cellular and its wholly owned subsidiaries

Robust growth in Subscribers & MOUs

Subscribers (million) Minutes of Use (billion minutes)

86

24

165243

363453

532588

683786

FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

4364

90113

122 136158

184

Idea is listed on NSE and BSE, with a market capitalisation of ` 397 billion as on 31st March, 2016.

In 2015-16, Idea generated 786 billion minutes of use (MoU), registering a strong 15% y-o-y growth. Data volumes grew by 72.7% to 298 billion Mega Bytes. Led by strong growth in MoU and data volumes, Idea’s top-line rose by 14% to ` 35,935 Crore.

EBITDA surged by 18% to ` 13,257 Crore. EBITDA margin was improved y-o-y despite competitive pressure on voice & data realisation coupled with higher opex on account of networks roll-outs and faster subscriber growths. Idea generated strong post tax standalone2

` 10,120 Crore – a growth of 19% y-o-y.

Rise in depreciation and interest cost on account of rapid expansion of 3G/4G services and renewal of

` 3,080 Crore marginally declined y-o-y by 4%.

In 2015-16, Idea incurred a capex of ` 78 billion,

capex guidance for 2016-17 stands at ` 65-70 billion, excluding spectrum related payments. Standalone2 balance sheet remained healthy with Net Debt to EBITDA at 3.25 times.

Idea has proposed an equity dividend at 6% of equity share capital. Overall payout including dividend distribution tax will be ` 260 Crore.

(` Crore)2014-15 2015-16

Revenue 31,527 35,935 EBITDA 11,281 13,257 Segment EBIT 5,508 6,379

3,193 3,080 Cash Surplus 13,080 2,155 Net Worth 23,029 25,768 Total Debt 26,859 41,503 ABNL's shareholding in Idea (%) 23.28% 23.26%

Outlook

The trends emerging from Spectrum Trading and Sharing deals as well as lack of participation by smaller operators during spectrum auctions, indicate competition intensity to recede specially in voice segment.

Mobile data is the next big opportunity in the telecom sector. Low wireless internet user penetration at 31% and mobile broadband user penetration at meagre 11.8% coupled with aggressive data network infrastructure expansion by Telcos augurs well for the telecom industry. Emerging revenue streams viz., Mobile Banking and Digital Wallet, M2M, IoT & Cloud, Digital content Services etc. will be the gen-next growth drivers for the telecom industry.

Idea Cellular remains nimble, agile, adaptable and

Mobile Voice and Data markets. On the back of strong

positioned to support its growth plans.



59


Aditya Birla Nuvo has a strong market positioning in Linen, Urea, Viscose Filament Yarn (VFY) and

Insulators sectors through its divisions. Jaya Shree Textiles, Indian Rayon and Aditya Birla Insulators are the largest manufacturers of Linen Yarn & Fabric, Viscose Filament Yarn and Insulators in India. Indo-Gulf Fertilisers is the 8th largest urea manufacturer and among the top 2

Steady Free Cash Flow (FCF) generation from divisions provides cushion to ABNL’s standalone balance sheet and supports the Company’s growth capital requirements. Over past 5 years, these manufacturing divisions, combined

about ` 1,000 Crore.

Indian Rayon posted its highest ever earnings led by improved volumes and realisation across both VFY and Caustic Soda segments. It is planning to expand VFY capacities. Domestic Urea and Insulators manufacturers were impacted till last year on policy front. With the levy of anti-dumping duty on cheaper imports of Insulators till September 2019, Aditya Birla Insulators posted strong earnings growth in FY16. The

shutdown for over a month for the last two years due to unremunerative policy for urea production beyond 100% capacity, Indo-Gulf Fertilisers achieved its highest ever urea production and sales volumes in FY 2015-16.

Business Director - Agri, VFY, Chemicals & InsulatorsCombined ROACE of Manufacturing Divisions

21% p.a.

INDO-GULF FERTILISERS (AGRI)

Indo Gulf, manufactures urea and markets agricultural seeds and agrochemicals. The business has positioned

itself as a ‘total agri solutions provider’ offering a full range of agri inputs - fertilisers, seeds, agrochemicals and specialties - right from sowing till harvesting. ‘Birla Shaktiman’ enjoys market leadership in the entire zone of Uttar Pradesh, Bihar, Jharkhand and West Bengal, being Indo-Gulf’s core markets, through excellent product quality and customer servicing.

Industry Overview

Urea demand remained almost stagnant at about 30.4 million tonnes in 2015-16 due to second consecutive year of deficient monsoon. Urea imports remained flat at 8.5 million tonnes due to increase in production by domestic manufacturers post Gas Pooling Policy becoming effective from 1st June 2015. However, India still remains heavily dependent on urea imports which accounted for 28% of the domestic urea demand.

Revenue (` Crore)

FY16

FY15

FY11

5,466

5,405

3,101

1%

5-Year CAGR 12%

Free Cash Flow to Firm (Pre Tax) (` Crore)

FY16

FY15

FY11

671

515

241

30%

5-Year CAGR 23%

EBITDA (` Crore)

FY16

FY15

FY11

764

615

519

24%

5-Year CAGR 8%


Statutory Reports

60

During FY 2015-16, the Government has taken certain initiatives towards improving the productivity in the fertilisers sector. These initiatives include allowing production of neem coated urea upto 100% of urea production and gas pooling policy. These initiatives

promoting higher production and reducing the subsidy receivables. This has led to an increase in indigenous urea production by 8.3% from 22.6 million tonnes to 24.5 million tonnes.

Performance Review

Indo-Gulf Fertilisers (IGF) enjoys a strong farmer connect and is strategically located in the heartland of Indo-Gangetic plains. Birla Shaktiman Urea - Neem

among farmers in IGF’s core markets.

After taking shutdown for over a month for the last two years due to unremunerative policy for urea production beyond 100% capacity. Indo-Gulf has achieved its highest ever production in 2015-16 at 1.208 million tons, up y-o-y by 18% and sales volumes at 1.196 million tons, up y-o-y by 17%.

Despite higher urea sales volume, revenue marginally de-grew to ` 2,498 Crore, due to pass through of reduction in natural gas prices on account of gas pooling policy becoming effective from 1st June 2015. EBITDA surged by 41% to ` 209 Crore, driven by higher sales volumes of neem coated urea and lower repairs cost on account of shutdown in the previous year. Higher contribution on production beyond 100% capacity due to lower gas prices on account of gas pooling policy also augmented bottom-line.

Outstanding fertilisers subsidy was at ` 1,112 Crore compared to ` 1,193 Crore in the previous year. IGF received ` 489 Crore of subsidy in April 2016.

(` Crore)

Indo-Gulf Fertilisers 2014-15 2015-16

Revamped Urea Capacity (MTPA) 11,02,200 11,02,200

Urea Production (MT) 10,21,447 12,08,066

Manufactured Urea Sales (MT) 10,24,970 11,96,221

Revenue 2,557 2,498

Manufacturing (Fertilisers) 2,248 2,189

Trading (Fertilisers, Seeds, Agro Chemicals) 310 309

EBITDA 148 209

Segment EBIT 116 176

Capital Employed 1,641 1,525

ROACE (%) 7% 11%

With reduction in gas prices and gas pooling policy in place, urea subsidy is expected to reduce further.

Outlook

Domestic production of urea had severely been impacted during past few years due to unfavourable government policy for urea production beyond 100% capacity as permissible under pricing mechanism. However, with the favourable reforms like New Urea policy 2015 and Gas pooling Policy, the Government is focusing on promoting indigenous production to reduce the Country’s dependence on imports. A public-private partnership model is also being evaluated where the government agencies, universities and private companies, will facilitate the transfer of new technology to farmers in a sustainable manner. This is opening up new business opportunities for value added products and services.

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 growing market.

Largest urea manufacturer and among the

8th

Highest ever urea production & sales volume

1.2 mn tonnes



61

INDIAN RAYON (VISCOSE FILAMENT YARN & CHEMICALS)

Iyarn (VFY), caustic soda and allied chemicals. It is the largest manufacturer of VFY in India with a 44% domestic production share. It also accounts for 61% of VFY exports from India, making it the largest exporter of VFY from

available in more than 600 shades. The yarn comes in a wide array of colours, including natural whites.

Industry Overview

comfort of cotton and lustre of silk. It is used in georgette and crepe fabrics, home textiles, embroidery, and so on. During FY 2015-16, the domestic demand of VFY de-grew by 7.5% to 49,952 MT. Domestic VFY production has increased by 2.2% to 45,354 MT. VFY exports decreased slightly to 5,522 MT. Imports decreased substantially to half at 8,141 MT during the year. Indian

leading to improvement in realisation. Domestic players

due to the reduction in the Chinese imports.

Chlor-Alkali market is broadly categorised into three segments, namely caustic soda, chlorine and soda

detergents, pulp and paper and textile processing industries. Chlorine is a by-product and is widely used during PVC manufacturing, drinking water disinfection and pharmaceutical production.

Performance Review

In FY 2015-16, Indian Rayon’s revenue from the VFY segment grew by 7% to ̀ 745 Crore, despite an industry slowdown. Higher VFY revenue was driven by lower

volume mix. Revenue from the Chemicals segment surged by 11% to ` 184 Crore owing to higher caustic soda volumes and increase in caustic prices led by improved international prices and lower imports.

Total revenue grew by 7% at ` 928 Crore. Indian Rayon posted its highest ever EBITDA at ` 266 Crore on account of higher volumes and improved realisation across both VFY and Caustic Soda segments. ROACE enhanced year-on-year from 21% p.a. to 30% p.a.

The business is taking initiatives for building the ‘VFY from Indian Rayon’ brand. The brand has been named ‘Raysil’ with the sign-off as ‘The Fashion Yarn’. ‘Raysil’ stands for a 100% natural yarn that provides

for an easy, vibrant and enjoyable fashion experience. It has been commercially launched during the year. The brand building will focus on creating a consumer recognisable brand to transform Indian Rayon’s VFY into a desirable premium brand across the textile value chain till the end consumer.

Indian Rayon is scaling up VFY capacity at a capex of `

(` Crore)

2014-15 2015-16

VFY

Capacity (MTPA) 19,800 20,750

Production (MT) 19,182 19,840

Manufactured VFY Sales (MT) 18,839 20,412

Revenue (Including allied chemicals) 699 745

Chemicals

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

Caustic Soda Production (MT) 79,687 83,075

Caustic Soda Sales (MT) 80,162 83,014

Revenue 166 184

Total Revenue 865 928

EBITDA 197 266


Capital Employed 757 715

ROACE (%) 21% 30%

Manufacturer and exporter of VFY in India

Largest

ROACE

30% p.a.


Statutory Reports

62

Outlook

market seems to remain stable. With the ramp-up of

Indian Rayon is well positioned to improve its market share and earnings. However, the decreasing trend of domestic demand and high volatility in exchange rate is adversely affecting the yarn prices in India.

The Chlor-Alkali market in India is projected to register a CAGR of around 7% during 2015-19. Chlorine demand

in chlorine production in the west, which may affect the demand and supply balance.

ADITYA BIRLA INSULATORS

A ditya Birla Insulators (ABI) is India’s largest and the world’s fourth largest manufacturer of porcelain

insulators. ABI provides a comprehensive range of high-performance insulators to its global clientele that includes leading power utilities and national and international power equipment manufacturers. ABI’s products have been running successfully in 58 countries around the world with focused exports markets being the US and the Europe.

Industry Overview

The power generation, transmission and distribution sector is the key growth driver for the insulators industry. Over the past few years, demand in domestic insulators market has been sluggish, primarily due to poor

new projects and delay in the execution of on-going projects. Additionally, increased acceptance of alternate technologies and impending land acquisition bill has further impacted the domestic insulators industry.

While the Government of India is putting emphasis on power sector reforms in overcoming impediments, it will however take some time before on-ground demand improvement is visible. Government’s ambitious ‘Make

turnaround of state-utilities are expected to improve the demand scenario, though in the medium to long term. The imposition of anti-dumping duty on imports of insulators from China had provided respite to the industry as imports have reduced from 39,976 MT in FY 2014-15 to an estimated 21,000 MT in FY 2015-16.

Performance Review

In the backdrop of weak market conditions, revenue grew year-on-year by 6% at ` 581 Crore, led by 6% growth in volumes primarily in the transmission segment. Last year, operations of the Rishra plant were disrupted / suspended for 42 days due to labour unrest.

EBITDA soared by 19% y-o-y to ` 114 Crore. Higher volumes and an increase in realisation contributed to the earnings growth.

(` Crore)

2014-15 2015-16

Capacity (MTPA) 45,260 45,260

Production (MT) 38,401 41,152

Sales Volume (MT) 38,581 40,897

Revenue 548 581

EBITDA 95 114

Segment EBIT 76 96


ROACE (%) 17% 22%

Outlook

Government initiatives are expected to catalyse demand improvement in the second half of FY 2016-17. With Government’s focus on ‘Power for All’ by 2019 the medium to long term fundamentals look encouraging. However, the key to resurgence and sustainable growth

state utilities through the ‘UDAY’ scheme.

Aditya Birla Insulators will continue to focus on

enhance its market competitiveness besides exploring new geographies in the exports market.

ROACE

22% p.a.

Manufacturer of insulators in India and 4th largest globally

#1



63

JAYA SHREE TEXTILES

Jaya Shree Textiles (JST) operates in two business segments, viz., Linen and Wool. A leading player

in the domestic linen and worsted yarn segment,

textiles market by popularising ‘linen’ in India across a wide customer base. JST is the largest manufacturer of linen yarn and linen fabric in India.

Industry Overview

The linen industry registered a moderate demand

CAGR of 19% in linen yarn and 14% in pure linen fabric during FY 2012-15. Globally the wool combing units continued to operate at 70% since last year, worsted spinning capacity utilisation in the Far East and Europe is at 75%, whereas in India it is between 75% and 93%.

Performance Review

Jaya Shree has revolutionised the journey of linen from a commodity to a lifestyle symbol in India and expanded its market size by creating product / brand awareness and entering into new segments.

Jaya Shree is focusing on expansion of high margin retail channel and strengthening of the “Linen Club” brand. It opened 17 new EBOs during the year to reach a total of 131 exclusive brand outlets besides retailing linen fabric through over 4,000 multi-brand outlets. The expansion of linen capacities has led to an increase in its share in the overall business. Share of linen segment in Jaya Shree’s total revenue has jumped from 39% in 2010-11 to 50% in 2015-16.

During 2015-16, the revenue of Jaya Shree grew marginally to ` 1,459 Crore. Revenue from the Linen segment de-grew marginally by 4% due to decline in linen yarn volumes by 11% & linen fabric volumes by 3% owing to subdued demand during the second half of FY 2015-16. Reduction in prices

demand in the linen segment. Revenue from the Wool segment rose by 8% led by higher volumes. The

` 175 Crore.

management, Jaya Shree is operating at a sound ROACE of 44% per annum.

Almost doubling linen yarn capacity from 3,400 to 6,200 MTPA

6,200 MTPA

subdued consumer demand witnessed across the textiles value chain. Reduction in prices of

as a cheaper option has also impacted the demand

with a whole host of new players entering the market. However, medium to long term prospects of linen remains promising and Jaya Shree is going to almost double its linen yarn capacities in the next one year. We are also continuously increasing our fabric reach, through EBO and new geographical expansions.

Business Head – Textiles

(` Crore)

2014-15 2015-16

Revenue 1,435 1,459

Linen 765 737

Wool 671 722

EBITDA 175 175



ROACE (%) 53% 44%

Outlook

Presently, around 70% of India’s linen yarn demand is being met through imports. Jaya Shree also imports close to 55%-60% of its linen yarn requirements annually. This translates into expansion opportunity for the domestic players. To fortify its market positioning and tap into sector growth opportunity, Jaya Shree is expanding its linen yarn capacity from the current 3,400 MTPA to 6,200 MTPA at capex of ` 191 Crore by the


Statutory Reports

64

SOLAR POWER

A BNL has entered into a 51:49 JV with the Abraaj Group, a leading investor operating in global

growth markets, to build a 500 MW solar power platform in India. The solar power platform, will bid for projects tendered at national and state auctions, with the intent to develop and operate utility-scale solar power plants that can provide clean and cost-effective electricity to the national grids across several key states in India.

Industry Overview

The demand for power in India is rising as a result of the country’s growing population, rapid urbanisation and increasing economic activities. The Indian Government has created favourable regulatory environment to foster the use of renewable energy, including setting an explicit target to achieve 100 GW of solar power capacity by 2022 compared to the current installed capacity of approximately 6.8 GW. These factors create an immense investment opportunity for the private sector, helping

Performance Review

ABNL has won a total of 60 MW Solar Power projects – 20 MW each in the three talukas - Ramadurg, Shirahatti and Mulbagal - of Karnataka in March 2016. The tariff ranges between ` 4.86 per KWh to ` 4.97 per KWh. The Power Purchase Agreement has been signed in June 2016 and the commissioning of the solar power plants is targeted by the end of FY 2016-17.

Outlook

India is projected to be among the top 3 solar markets in the world by 2022. The share of Solar power in India’s total installed power generation capacity is projected to rise from 1% currently to 25% by 2022. To promote renewable energy and energy security, cabinet has approved amendments in power tariff policy mandating 8% share of Solar energy in total electricity consumption (excluding hydro power) by March 2022. The key growth drivers for renewable energy are increasing cost of conventional power, environmental concerns, falling solar power tariffs, high solar irradiation and short gestation to install solar power capacity. ABNL is all set to tap into the sector growth opportunity.

PAYMENTS BANK

Industry Overview

A Payments Bank is a differentiated bank that will undertake only certain restricted banking functions

that are allowed by RBI from time to time. These activities include acceptance of deposits, payments and remittance services, internet banking etc. Initially, they are allowed to accept deposits up to ` 1 lakh per individual. They can facilitate money transfers

they can issue ATM/debit cards, but not credit cards. With an objective to bring unbanked masses under the ambit of formal banking, issuance of Payments

technology is going to play a crucial role.

Aditya Birla Idea Payments Bank Ltd.

RBI had given in-principle approval to set-up the Payments Bank to ABNL as promoter, on 7th September, 2015. ABNL has incorporated ‘Aditya Birla Idea Payments Bank Limited’ as promoter in a 51:49 joint venture with Idea Cellular in February 2016. The JV is in the process of appointing senior management team, selecting the right IT system and

before starting services. Post necessary regulatory approvals from RBI, the JV is likely to commercially launch its services by end of FY 2016-17. The JV will acquire and service new Payments Bank customers ‘Online’ leveraging the power of Idea and Aditya Birla Group’s about 45 million digital customers as

2 Million+ retail distribution channel across 390,000 towns and villages. The Payments Bank intends to promote a wide range of banking products and services including current and savings bank account, domestic remittances, merchant payments etc. while

an appropriate time the existing Remittance (NEFT/IMPS) and PPI business of Idea Cellular will be integrated with the proposed Payments Bank and will be run as a single entity.

New Ventures



65

CONSOLIDATED FINANCIALS

T he Company registered a strong growth in earnings during FY 2015-16.

• Most of the businesses are competitively well placed and are contributing to the earnings growth.

• Posted consolidated revenue at ` 23,129 Crore and consolidated EBITDA at ` 6,535 Crore.

• On a like-to-like basis, the Company’s revenue and EBITDA grew by 11% and 24%, respectively.

•year by 30% to ` 1,886 Crore.

Robust Earnings Growth

Pursuant to the demerger of Company’s Madura Fashion division into its subsidiary Pantaloons Fashion & Retail Ltd., the resultant company has ceased to be ABNL’s subsidiary and hence has

st April 2015. The IT-ITeS business of the Company was divested w.e.f. 9th May 2014. Hence if we look at the

and IT-ITeS businesses from previous year’s results, the consolidated earnings registered a robust year-on-year growth. Revenue grew by 11% to ` 23,129 Crore and EBITDA surged by 24% to ` 6,535 Crore.

CFO, Aditya Birla Nuvo Ltd.

(` Crore)

2014-15 Reported

2015-161

Reported

Revenue 26,516 23,129 EBITDA 5,798 6,535 Less : Depreciation and Amortisation 1,703 1,727 Earnings Before Interest and Tax (EBIT) 4,095 4,808 Less : Finance costs related to NBFC 1,105 1,600 Less : Other Finance Costs 652 717 Earnings Before Tax and Exceptional Items 2,338 2,491 Add : Exceptional Gain / (Loss) 2 (13) 414 Earnings before Tax 2,325 2,905 Less : Tax Expenses 833 872

76 147 1,416 1,886

Note 1: Pursuant to the demerger of Company’s Madura Fashion division into its subsidiary Pantaloons Fashion & Retail Ltd. (PFRL), the resultant company has ceased to st April 2015. The IT-ITeS business of the Company was divested w.e.f. 9th May

exclude Madura, Pantaloons and IT-ITeS businesses.Note 2: In FY 2014-15, exceptional loss of ` 13 Crore pertains to divestment of Minacs. This loss is without considering deferred consideration of ~` 42 Crore receivable over

next 3 years. In FY 2015-16, exceptional gain includes (a) ` 357 Crore w.r.t. cessation of PFRL as subsidiary pursuant to de-merger of Madura, (b) ` 50 Crore received ` 6.4 Crore received as deferred consideration w.r.t. divestment of Minacs.

FY15* 1,447FY15* 5,272FY15* 20,798


FY16** 1,886

Y-o-Y 30% (Like-to-Like)

EBITDA (` Crore)

FY16** 6,535


Revenue (` Crore)

FY16** 23,129


FY15** 1,416FY15** 5,798FY15** 26,516

*Like-to-Like1 | ** Reported


Statutory Reports

66

(` Crore)

Consolidated Revenue - Segmental 2014-15 2015-16Financial Services1 7,926 9,299

Telecom2 7,467 8,361

Manufacturing Divisions3 5,405 5,466

Solar - 7 Inter-segment Elimination (0) (4)

Consolidated Revenue (From Continuing Operations) 20,798 23,129 Aditya Birla Fashion & Retail4 5,450 - IT-ITeS5 283 -

Inter-segment Elimination (16) -

Consolidated Revenue (Reported) 26,516 23,129

Like-to-like Consolidated EBITDA spurred by 24% from ` 5,272 Crore to ` 6,535 Crore largely driven by the NBFC, Asset management, Telecom, Rayon and Agri businesses.

Consolidated EBIT surged by 17% from ` 4,095 Crore to ` 4,808 Crore.

(` Crore)

Segment EBIT as per Accounting Standard (“AS”)-17 2014-15 2015-16Financial Services1 814 977 Telecom2 1,305 1,484 Manufacturing Divisions3 494 639 Aditya Birla Fashion & Retail4 261 - IT-ITeS5 (16) - Solar - 1

Segment EBIT as per AS - 17 2,857 3,101Add: Unallocated Income / (Expenses) (Net) 78 45 Add: Finance Costs related to NBFC6 1,105 1,600 Add: Consolidated Interest Income (Excluding Interest Income of NBFC)6 55 61

Consolidated EBIT 4,095 4,808

Note 1: Financial Services include NBFC, Life Insurance, Asset Management, Health Insurance, Housing Finance, Private Equity, Broking, Wealth Management, Online Personal Finance Management and General Insurance Advisory businesses. In accordance with AS-17 on

Note 2: Represents ABNL’s share in Idea Cellular’s earnings. Being a joint venture, Idea has been consolidated at ~ 25.3% till 10th June 2014, at 23.63% till 23rd July 2014 and at ~23.3% thereafter

Note 3: Manufacturing Divisions include Textiles, Agri, Rayon and InsulatorsNote 4: Madura Fashion & Lifestyle business has been de-merged into Pantaloons Fashion & Retail Ltd. w.e.f. 1st April 2015Note 5: Divested w.e.f. 9th May 2014

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.

Like-to-like Consolidated revenue of ABNL grew y-o-y by 11% from ` 20,798 Crore to ` 23,129 Crore, largely driven by the Financial Services and the Telecom businesses.

•17% to ` 9,299 Crore led by lending book growth in the NBFC business, higher group premium income in the Life Insurance business and AUM growth in the Asset Management business.

• In the Telecom business, Idea Cellular registered a 14% growth in the top-line at ̀ 35,935 Crore (ABNL’s share: ` 8,361 Crore). A strong 15% rise in total minutes of use, 72.7% growth in data volumes contributed.

• The combined revenue of the Manufacturing Divisions grew marginally to ` 5,466 Crore due to pass through of reduction in natural gas prices in the agri business on account of gas pooling policy effective from 1st June 2015.



67

• Segment EBIT of Financial Services business grew by 20% to ` 977 Crore, driven by the expansion of the lending book in the NBFC business and AUM growth in the asset management business. Life insurance EBIT is lower due to lower in-force book and higher expense gap.

• In the Telecom business, segment EBIT surged by 16% to ` 6,379 Crore (ABNL’s share: ` 1,484 Crore) led by robust growth in voice and data usage, scale

• Segment EBIT of Manufacturing Divisions, combined together, rose by 29% to ` 639 Crore driven by the Agri and the Rayon businesses.

Finance costs related to the NBFC business increased by 45% in line with the growth in the NBFC lending

` 652 Crore to ` 717 Crore, primarily due to higher interest cost in the Telecom business.

Tax expenses increased primarily on account of

Management businesses.

by 30% from ` 1,447 Crore to ` 1,886 Crore. Net

` 357 Crore on account of cessation of PFRL as a subsidiary of ABNL.

(` Crore)

Consolidated Balance Sheet March 2015

Net Worth 12,871 14,535

Total Debt 11,299 13,570

NBFC borrowings (including Housing Finance) 14,686 22,914

Minority Interest 802 857

Deferred Tax Liabilities (Net) 485 788

40,142 52,665

Life Insurance Policyholders’ funds (Including Funds for Future Appropriation) 28,839 29,375

68,981 82,039

Net Fixed Assets (Including Capital Advances & CWIP) 12,342 19,052

Goodwill 3,973 2,209

Long Term Investments 408 378

Life Insurance Investments 30,147 30,727

Policyholders’ Investments 28,595 29,022

Shareholders’ Investments 1,552 1,705

NBFC Lending Book (Including Housing Finance) 17,706 27,728

Net Working Capital 160 196

Cash Surplus & Current Investments1 4,246 1,749

Total Funds Utilised 68,981 82,039

Book Value per Equity Share (`) 989 1,116

Net Debt2/EBITDA (x) 1.5 2.4

Net Debt2/Equity (x) 0.55 0.81

Note 1: Include Cash, cheques in hand, remittances in transit, balances with bank, fertilisers bonds and current investmentsNote 2: Total Debt (Excluding NBFC borrowings) less Cash Surplus & Current Investments


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68

The net worth increased by ̀ 1,664 Crore to ̀ 14,535 Crore,

Total debt (excluding NBFC borrowings) increased from ` 11,299 Crore to ` 13,570 Crore, mainly in the Telecom business due to deferred payment liability relating to spectrum won in March 2015 auction. NBFC borrowings (including Housing Finance) grew to ` 22,914 Crore in line with the growth in loan book.

Net Block has increased by ` 6,710 Crore largely in the Telecom business on account of network expansion and acquisition of spectrum.

Goodwill is lower by ` 1,764 Crore mainly due to cessation of PFRL as subsidiary pursuant to the demerger of Madura business.

NBFC lending book (including Housing Finance) has grown by 57% to ` 27,728 Crore.

Cash surplus and current investments are lower on account of the deployment of surplus funds, lying with Idea Cellular in the previous year, towards repayment of its debt during the year under review.

STANDALONE FINANCIALS

Standalone Profit & Loss Account

2014-15 (Reported)

2014-15(Like-to-Like)1

2015-16(Reported)

Revenue 8,938 5,405 5,466

EBITDA 1,186 710 846

528 325 360

Like-to-like Standalone revenue is marginally up year-on-year at ` 5,466 Crore due to pass through of reduction in natural gas prices in the agri business on account of gas pooling policy with effect from 1st June 2015. Like-to-like Standalone EBITDA spurred by 19% from ̀ 710 Crore to ̀ 846 Crore. The Rayon and the Agri businesses were the largest contributors to the earnings growth. ABNL earned a dividend income of ` 54 Crore in 2015-16 compared to ` 89 Crore in the previous year.

Finance costs increased from ̀ 263 Crore to ̀ 280 Crore in line with the increase in net debt from ` 3584 Crore to ` 3786 Crore on account of investment and Capex outlay of ` 1080 Crore.

During 2015-16, ABNL received a sum of ` 50 Crore towards facilitation for the development of distribution

` 6.4 Crore as deferred consideration with respect to the divestment of Minacs. These are recorded as exceptional gains.

` 325 Crore to ` 360 Crore.

dividend of 50% (` 5 per equity share) for FY 2015-16, entailing a total outgo of ` 75.5 Crore including dividend distribution tax.

(` Crore)

Standalone Balance Sheet March 2015

Net Worth 8,519 8,559

Total Debt 3,688 3,904

Deferred Tax Liabilities (Net) 106 173

12,314 12,637

Net Fixed Assets (Including

Capital Advances & CWIP)

1,879 1,589

Long Term Investments 8,695 9,465

Net Working Capital 1,635 1,464

Cash Surplus & Current Investments2 105 119

Book Value per Equity Share (`) 655 657

Net Debt3/EBITDA (x) 3.0 4.5

Net Debt3/Equity (x) 0.42 0.44

ABNL’s standalone balance sheet supported an investment and capex outlay of about ̀ 967 Crore and ` 113 Crore, respectively during the year. The standalone net debt to EBITDA stood at 4.5 times and net debt to equity at 0.44 times as on 31st March 2016.

In April 2016, ABNL has received a sum of ` 1,664 Crore from sale of 23% stake in its Life Insurance JV, Birla Sun Life Insurance and realised fertilisers subsidy of ` 489 Crore leading to reduction in its net debt. After adjusting for the sale proceeds and subsidy realisation, Net Debt / EBITDA stand at a comfortable position.

Note 1: Pursuant to the demerger of Madura Fashion & Lifestyle into Pantaloons Fashion & Retail Ltd.(PFRL), Madura Fashion business ceased to be a division of ABNL w.e.f. 1st

Note 2: Include Cash, cheques in hand, remittances in transit, balances with bank, fertilisers bonds, short term ICDs and current investmentsNote 3: Total Debt less Cash Surplus & Current Investments



69

Net Cash from Operations

Cash Flow from Operations

` 632 Crore. The Rayon and Agri businesses were the largest contributors followed by the Insulators business.

Net Working Capital

The Company’s net working capital increased by ` 7 Crore. Inventory increased by ` 57 Crore mainly in the Textiles business due to subdued demand in the linen segment. Reduction in trade receivables by ` 166 Crore was primarily on account of lower urea subsidy. Trade payables have decreased by ` 52 Crore mainly in the Textiles business.

Net Cash from/(used in) Investing Activities

Capital Expenditure

The capital expenditure outgo was ` 113 Crore during the year mainly towards up-gradation, modernisation and maintenance of plants across the manufacturing businesses.

(` Crore)Standalone Cash Flow 2015-16Cash Flow from Operations (Net of Tax) 632(Increase)/ Decrease in Net Working Capital (7)Net Cash from Operating Activities 625Capital Expenditure (Net) (113)Investments in Subsidiaries / Joint Ventures (Net) (967)Demerger of Madura Business (Net of Cash and Cash Equivalents) 289 (Increase) / Decrease in Inter-Corporate Deposits to Subsidiaries (Net) 53 Merger of wholly owned subsidiaries 43 Interest / Dividend received 105 Net Cash from / (used in) Investing Activities (590)Proceeds from / (Repayment of) Borrowings (Net) 364 Proceeds from Issue of Shares 7 Dividend Paid (110)Interest Paid (282)Net Cash from / (used in) Financing Activities (21)Increase / (Decrease) in Cash Surplus & Current Investments 14 Add: Opening Cash Surplus & Current Investments1 105 Closing Cash Surplus & Current Investments1 119

Note 1: Include cash, Cheques in hand, remittances in transit, balances with banks, fertilisers bonds, current investments and short term ICDs

Investments

ABNL invested a sum of ` 967 Crore in its wholly owned subsidiary Aditya Birla Financial Services Private Ltd. to fund the growth capital requirement of the NBFC business, the Housing Finance business, Health Insurance and Online Personal Finance Management portal - MyUniverse.

Net Cash from / (used in) Financing Activities

Proceeds from / Repayment of borrowings

ABNL raised the external commercial borrowing of ` 196 Crore and rupee term loan of ` 7 Crore towards capital expenditure commitments. ABNL also raised commercial paper and other short term debt of ` 406 Crore (net) during the year.

Term loans aggregating to ` 245 Crore were repaid during the year. Pursuant to the demerger of Madura Fashion (erstwhile division of ABNL) into Aditya Birla Fashion & Retail Ltd. (ABFRL, erstwhile listed subsidiary of ABNL), debt amounting to ̀ 117 Crore was transferred to ABFRL and a sum of ` 289 Crore (net of cash & cash equivalents) was received.


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70

RISK MANAGEMENT

G overnance, risk management and compliance processes form an integral part of ABNL’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

various factors, including the business model, business strategy, organisational structure, risk appetite and available dedicated resources.

ABNL’s structured risk management process provides

are known and well managed. The risk management framework ensures compliance with the requirements of Clause 21 of Chapter III of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

monitored for each business separately.

The risk management approach comprises three key components:

(1) External and internal risk events,

brand value, reputation and / or image of the

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.

The Risk Management Committee (‘RMC’) is the apex body taking all decisions regarding risk management activities. The overall role of RMC is to review risk management process and implementation and effectiveness of risk mitigation plans. The Committee comprises two independent directors, the Managing Director and two business heads. The

proceedings of meetings of RMC are discussed at the meetings of the Board of Directors from time to time.

Business Risks

Financial and Knowledge risks, which are further drilled down to market structure, process, systems, legal compliance, corporate governance and people culture.

External Risks

Apart from the internal business risks, the Company is exposed to external risks on account of interest rate, foreign exchange, commodity pricing and regulatory

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.

HUMAN RESOURCES MANAGEMENT

D uring 2015-16, the Company channelised its resources towards strengthening its Employee

Value Proposition in line with the Aditya Birla Group’s ‘A World of Opportunities’. We undertook various initiatives for the development of people and to create a high-performance organisation. Planned leadership succession, development of successors through structured training & development, coaching and skill & competency development were driven across the organisation. The process of upgrading and improving facilities for employees at the Unit locations is underway in line with the Group’s initiative of ‘Add more to life’.

Human resources management at ABNL goes beyond the set norms of performance reviews, compensation and periodic trainings. The Company evaluates its team members’ competencies and improvement areas; and based on its analysis ensures timely intervention to help build a fruitful career. The Company has built a work culture that is entrepreneurial, meritocratic, empowering, caring, and encourages the development of personality. It believes in developing its teams to catalyse organisational growth.

The Company’s HR practices, employee care, people philosophy and engagement have been well recognised through a range of external honours and awards. The Company had about 10,300 employees on its rolls as on 31st March, 2016. The combined team strength of the

Best-in-class governance and processes



71

subsidiaries and joint ventures is over 39,500 employees. The Company’s dynamic talent pool drives its operations and enables it to deliver superior performance consistently. ABNL’s human resource functions have been covered in detail in the Directors’ Report.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

T he Company is conscious of its strong corporate reputation and the positive role it can play by

focusing on EHS issues. Towards this objective, it has set very exacting standards in EHS management. The Company accords the highest priority to EHS issues in its operations and has established comprehensive indicators to track performance in these areas. We have an integrated system to manage quality, environment and occupational health and safety issues. The highlights of initiatives taken in the year are:

• We work to combat climate change and other forms of environmental degradation. We work towards reducing our carbon footprint by undertaking energy saving initiatives.

• Emissions generated as a result of our operations are monitored in detail and adequate steps are taken to minimise those.

• We have undertaken several initiatives to enhance

conservation.

• We have implemented a world-class technology with highest safety standards to ensure security and safety of our employees.

SUSTAINABILITY INITIATIVES

A ditya Birla Group endeavours to become the leading Indian conglomerate for sustainable business

practices across global operations by 2017. Aditya Birla Nuvo is committed to align its business strategy with the Aditya Birla Group’s sustainability vision.

Our integrated management systems are designed to meet the Aditya Birla Group’s sustainability framework of policies and standards. We use the IT software ENABLON to collect and monitor our key performance indicators and manage our sustainability programme.

Our businesses have formed sustainability committees both at the unit level and at the corporate level. Each committee is responsible for reviewing the sustainability performance, driving implementation of sustainability agenda across business functions and verticals, target

change related issues and recommending action plans.

ABNL’s businesses are actively engaging with their stakeholders through various platforms to identify and understand their issues; and put in place action plans that are designed to continually improve their long-term relations.

Your Board and the management teams across all businesses remain committed to a sustainable future for all. For more details please refer to ‘Sustainability and Business Responsibility Report’ section of the Annual Report.

INTERNAL CONTROL SYSTEM

T he Company has adequate internal control systems

and regulations and so on. The internal control system is supplemented by extensive audits conducted by the Corporate Audit Cell.

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.

DISCLAIMERCertain statements made in this Management Discussion and Analysis may not be based on historical information or facts and may be “forward looking statements” within the meaning of applicable securities laws and regulations, including, but not limited to, those relating to general business plans & strategy of Aditya Birla Nuvo Limited (“ABNL” or “The Company”), its future outlook & growth prospects, competition & regulatory environment and management’s current views & assumptions which may not remain constant due to risks and uncertainties and hence actual results may differ materially from these forward-looking statements. This Management Discussion and Analysis does not constitute a prospectus, offering circular or offering memorandum or an offer to acquire any of the Company’s equity shares or any other security and should not be considered as a recommendation that any investor should subscribe for or purchase any of the Company’s shares. The Company, as such, makes no representation or warranty, express or implied, as to, and does not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinions contained herein. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events or otherwise. Unless otherwise stated in this Management Discussion and Analysis, the information contained herein is

is considered to be equal to ` 65. The events and developments upto 11th July 2016 have been covered in the Management Discussion and Analysis.

CMYK

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Statutory Reports

Directors’ ReportDear Member,

The Directors are pleased to present to you the

59th Annual Report of Aditya Birla Nuvo Limited

along with the Audited Financial Statements for the

year ended 31st March, 2016.

MACRO-ECONOMIC SCENARIO

India’s economy has shown sign of growth in fiscal

2015-16, with estimated GDP growth at 7.6%,

compared to 7.2% in FY 2014-15. India continues

to be the fastest growing large economy, with stable

macro-economic conditions. The government has

maintained momentum by unveiling multiple new

initiatives like Startup India, Standup India and

Digital India, in addition to its focus on Make in

India and Ease of Doing Business. These initiatives

are expected to provide impetus to the Indian

economy. A significant drop in commodity prices,

led by crude oil and other measures, resulted in

lower consumer inflation, which enabled easing of

interest rates in the economy.

The World Bank and the International Monetary

Fund have forecast India’s GDP will continue to

grow at a robust rate. Despite challenging global

headwinds, a stable macro performance will help

India to remain an attractive investment destination.

Execution of the reforms agenda and reviving the

investment cycle will be key determinants of India’s

economic performance in the long term.

CONSOLIDATED FINANCIAL PERFORMANCE

Your Company has posted sound earnings growth

and improved performance across most of the

businesses. Pursuant to the demerger of the

Company’s Madura Fashion division (Madura) into

its listed subsidiary Pantaloons Fashion & Retail

Ltd. (PFRL), Madura & PFRL have ceased to be a

division and a subsidiary, respectively, of your

Company and hence not consolidated w.e.f. 1st

April 2015. Your Company’s IT-ITeS subsidiary was

divested w.e.f. 9th May 2014. To that extent, the

previous year’s financials are not comparable.

Like-to-like consolidated revenue of your Company,

that is, excluding IT-ITeS and Fashion businesses,

grew by 11% to ` 23,129 Crore. On a like-to-like

basis, the Company’s EBITDA rose by 24% to

` 6,535 Crore largely driven by the NBFC, the Asset

Management, the Telecom, the Rayon and the Agri

businesses. Net profit surged to ` 1,886 Crore.

Key Highlights:

• Aditya Birla Financial Services, one of the

largest non-bank financial services players,

ranks among the top 5 fund managers in India

(excluding LIC). Its assets under management

rose year-on-year by 12% to ̀ 184,276 Crore.

Its revenue grew by 17% to ̀ 9,299 Crore and

earnings before tax by 17% to ` 995 Crore.

The lending book of Aditya Birla Finance Ltd.,

at ` 25,755 Crore, continues to grow ahead

of the market, posting a year-on-year rise of

47%. Aditya Birla Housing Finance Ltd., which

commenced its operations in October 2014,

has extended its loan book from ` 142 Crore

in March 2015 to ̀ 1,973 Crore in March 2016.

Birla Sun Life Insurance ranked 4th among

private players in India and remained the

number 1 private life insurer in the Group

segment. Birla Sun Life Asset Management

cemented its position as India’s 4th largest,

with a consistently rising market share. The

proposed Health Insurance partnership with

MMI Holdings Ltd. has received an in-

principle approval from FIPB and is awaiting

final approval from IRDAI. MyUniverse,

India’s number 1 online personal finance

management portal, now enjoys the trust of

more than 2.6 million registered users who

are managing a portfolio close to ` 20,000

Crore through this portal.

• In the telecom business, Idea Cellular ranks

3rd in India, with an improved revenue market

share of 18.9%, up from 17.5% a year ago.

To capitalise on the data opportunity, Idea is

aggressively expanding its 3G and 4G

footprints, and leveraging its strong spectrum

bank. On the back of annual cash profit

generation of over ` 10,000 Crore, Idea is

competitively well-positioned to support its

growth plans.

• Amongst the divisions, the Rayon business

attained its highest ever profitability, on

account of higher volumes and improved

CMYK

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Directors’ Report

realisation in both VFY and caustic segments.

The earnings of Agri business improved

sharply year-on-year, led by its highest ever

urea sales volume and increased contribution

per tonne. The Insulators business posted

healthy earnings growth, driven by higher

volumes and realisation. While profitability of

Jaya Shree textiles remained flat due to

subdued demand in Linen segment, the

business is planning to expand its Linen yarn

Capacity from 3,400 TPA to 6,200 MTPA,

considering the long term sector growth

potential.

STANDALONE FINANCIAL PERFORMANCE

Your Company’s standalone like-to-like revenue,

that is, excluding Madura Fashion division,

remained flat at ̀ 5,466 Crore. Revenue growth was

constrained due to Agri business having to pass

through a reduction in natural gas prices on

account of the gas pooling policy, effective from

1st June 2015. On a like-to-like basis, EBITDA at

` 846 Crore and Net Profit at ` 360 Crore surged

by 19% and 11% respectively, driven primarily by

the Rayon and the Agri businesses.

NEW INITIATIVES AND CORPORATE ACTION

Solar Power:

With the renewed focus of the Indian Government

on clean energy and in line with the vision of the

Company to invest in promising sectors, your

Company has forayed into the Solar Power

business. Towards this initiative, Aditya Birla

Renewables Limited (ABReL), a subsidiary of the

Company was incorporated on 7th August, 2015,

to develop and operate utility-scale solar power

plants that can provide clean and cost-effective

electricity to the national grids across several key

states in India and various state grids under its solar

platform.

Your Company has entered into a 51:49 partnership

with the AEIF Mauritius SPV1 Limited (AEIF), an

affiliate of the Abraaj Group. Accordingly, the

Company and AEIF hold 51% and 49% of the paid-

up share capital respectively in ABReL. The

partnership brings together highly experienced

management and operations teams with strong

execution capabilities.

Your Company has won a total of 60 MW Solar

Power projects in three talukas of Karnataka in

March 2016. The Power Purchase Agreement has

been signed in June 2016 and the commissioning

of the solar power plants is targeted in the fourth

quarter of FY 2016-17.

Payments Bank:

Your Company has received an in-principle

approval from Reserve Bank of India (RBI) for

setting up a Payments Bank as a Promoter. It has

incorporated ‘Aditya Birla Idea Payments Bank

Ltd.’, a venture of the Company in 51:49 partnership

with Idea Cellular Ltd. in February 2016. It is in the

process of appointing senior management team,

procuring the right technology and IT system and

defining innovative products and cost efficient

processes. It is planning to launch its services by

the end of FY2016-17, after requisite approvals from

RBI are in place.

Health Insurance and Wellness:

Your Company and Aditya Birla Financial Services

Ltd. (ABFS), a 100% subsidiary of your Company,

entered into a 51:49 agreement with MMI Holdings

Ltd. (MMI) in June 2015 to foray in health insurance

and wellness business in India. Having received

FIPB approval, MMI Strategic Investments (PTY)

Limited, a wholly owned subsidiary of MMI Holdings

Ltd. has acquired a 49% stake in the health

insurance venture Aditya Birla Health Insurance Co.

Ltd. (ABHICL) in June 2016. ABHICL is targeting

launch of its services in the second half of FY 2016-

17 subject to approval from Insurance Regulatory

and Development Authority of India. ABFS has

incorporated a separate company ‘Aditya Birla

Wellness Private Ltd. (ABWPL).’ for the wellness

business. ABWPL shall also be a 51:49 partnership

with MMI.

Sun Life Financial, Canada increases its stake inBirla Sun Life Insurance (BSLI) from 26% to 49%

Pursuant to an agreement with your Company, Sun

Life Financial has bought 23% stake in BSLI from

the Company for `1,664 Crore in April 2016. Your

Company has received the proceeds and it

continues to hold the controlling stake in BSLI

at 51%.

Consolidation of Branded Apparels businesses

To capitalise on its large market presence in the

branded fashion space in India, your Company –

CMYK

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Statutory Reports

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

consolidation of its branded apparels businesses

under its listed subsidiary - Pantaloons Fashion &

Retail Ltd. (“PFRL”) now known as Aditya Birla

Fashion & Retail Ltd. (ABFRL), 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, have been demerged from the respective

companies into ABFRL.

As the Scheme has become effective 9th January,

2016, Madura Fashion and Madura Lifestyle

divisions have been transferred to and vested in

ABFRL with effect from the Appointed Date, i.e.,

1st April, 2015, as a going concern, in the manner

more particularly provided in the Scheme.

21st January, 2016 was fixed as the Record Date

for determining the entitlement of the shareholders

to receive, pursuant to the Scheme, fully paid up

equity shares of the face value of ` 10 each of

ABFRL. Equity shares have been allotted by ABFRL

on 27th January, 2016 to the eligible shareholders

of the transferor companies as under:-

• Eligible Equity Shareholders of your Company

have been allotted 26 equity shares of ABFRL

for every 5 equity shares held in the ABNL

pursuant to the demerger of Madura Fashion,

• Equity Shareholders of MGLRCL have been

allotted 7 equity shares of ABFRL for every

500 equity shares held in MGLRCL pursuant

to the demerger of Madura Lifestyle, and

• Preference shareholder of MGLRCL has been

allotted 1 equity share of ABFRL.

Consequent to the allotment of shares by ABFRL

as aforesaid, it has ceased to be a subsidiary of

the Company. Trading in the newly allotted shares

of ABFRL commenced on 4th February, 2016.

The aforesaid consolidation has created India’s

largest pure-play branded apparel company by

bringing India’s #1 branded menswear and #1

branded women’s wear retailers together. The move

has given the shareholders of your Company an

opportunity to participate in the promising fashion

space directly through ABFRL.

Amalgamation of Wholly Owned Subsidiaries:

A) During the year under review, your Board, had

approved the amalgamation of the following

subsidiaries with the Company, viz.,

a) ABNL IT & ITES Limited, a wholly owned

subsidiary of the Company,

b) Aditya Birla Minacs BPO Pvt. Limited, a

wholly owned subsidiary of ABNL IT &

ITES Limited, and

c) Indigold Trade and Services Limited, a

wholly owned subsidiary of the Company

on a going concern basis with effect from the

Appointed Date i.e. 1st October, 2015, in

accordance with the Scheme of

Amalgamation (“Scheme”). The Scheme has

been made effective on 31st March, 2016 after

obtaining the requisite approvals and sanction

from the Hon’ble High Court of Gujarat

pursuant to the provisions of Sections 391 -

394 of the Companies Act, 1956 (“Act”) and

as such the aforesaid three subsidiaries

stands amalgamated with the Company.

B) During the year under review, Madura

Garments Lifestyle Retail Company Limited

(MGLRCL), a wholly owned subsidiary of the

Company, was merged with Aditya Birla

Finance Limited (ABFL), another wholly

owned subsidiary of the Company, on a going

concern basis with effect from the Appointed

Date i.e. 1st July, 2015, in accordance with the

Scheme of Amalgamation (“Scheme”). The

Scheme has been made effective on 25th

January, 2016. As MGLRCL stands

amalgamated with ABFL, MGLRCL has

ceased to be a subsidiary of the Company.

Termination of the Global Depository Receiptsissued by the Company:

Your Company had issued Global Depository

Receipts (GDRs) representing the equity shares

and had executed the Depository Agreement on

31st January, 1994 with Citibank N.A., New York,

the Depository. ICICI Bank Limited, Mumbai was

appointed as a Custodian of the said GDRs. Each

GDR was equivalent to one underlying equity share

of the Company. During the year under review, your

Company has terminated the GDR Program w.e.f.

8th December, 2015 and as such there are no

outstanding GDRs of the Company.

CMYK

75


Directors’ Report

FINANCIAL PERFORMANCE (` in Crore)

Consolidated Standalone

2015-16 2014-15 2015-16 2014-15

Profit Before Depreciation / Amortization, Interest and Tax 6534.93 5,798.21 846.09 1,185.59

Depreciation and Amortisation Expenses 1726.86 1,702.75 119.04 189.36

Finance Costs 2316.83 1,757.57 280.00 263.30

Profit Before Exceptional Items and Tax 2491.24 2,337.89 447.05 732.93

Exceptional Items 413.86 (13.33) 56.44 —

Profit Before Tax 2905.10 2,324.56 503.49 732.93

Tax Expenses 872.05 833.48 143.47 205.24

Net Profit Before Minority Interest 2033.05 1,491.08 360.02 527.69

Minority Interest 147.29 75.58 — —

Profit for the Year 1885.76 1,415.50 360.02 527.69

Opening Balance as per last auditedfinancial statement 1682.29 778.59 417.98 222.56

Amount Transferred on Stake Change/Amalgamation of Subsidiaries/ Joint Venture (1.36) (81.57) (44.27) —

Amount on Merger of Subsidiaries 91.37 — — —

Amount adjusted on demerger ofGarment Business (24.35)

Transfer from General Reserve — 13.45 — —

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

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

Profit available for Appropriation 3633.71 2,113.87 733.73 750.25

Appropriations :

Debenture Redemption Reserve 38.29 24.91 35.00 22.50

Special Reserve 81.80 54.69 — —

General Reserve 202.13 201.76 200.00 200.00

Transfer to Capital Redemption Reserve — 0.10 — 0.10

Proposed Dividend on Preference Share — — — —

Proposed Dividend on Equity Share 65.11 91.10 65.11 91.10

Equity Dividend relating to Previous period 0.04 2.60 0.02 0.02

Interim Dividend on Preference Share — ß — ß

Corporate Tax on Proposed Equity Dividendof the Company 10.37 18.55 10.37 18.55

Corporate Tax on Proposed Equity Dividendof Subsidiaries and Joint Venture 14.74 11.58 — —

Corporate Tax on Proposed PreferenceDividend of Subsidiaries 0.17 — — —

Corporate Tax on Interim / Final Dividend ofJoint Venture Company by its Joint Venture 17.15 25.85 — —

Corporate Tax on Interim Dividend onPreference Shares — ß — ß

Corporate Tax on Dividend relating to previous year ß 0.44 — —

Closing Balance of Surplus in the Statementof Profit &Loss 3203.91 1682.29 423.23 417.98

Note: Figures of ` 50,000 or less have been denoted as ß.

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DIVIDEND

Your Directors are pleased to recommend a

dividend of ̀ 5 (Rupees Five only) per Equity Share

of ` 10 each (last year ` 7 (Rupees Seven only)

per Equity Share) for the financial year ended on

31st March, 2016 for your consideration.

The dividend on the equity shares, if approved by

the shareholders, would involve cash outflow of

` 75.48 Crore (including Corporate dividend Tax

of ` 10.37 Crore) compared to ` 109.65 Crore

(including Corporate Dividend Tax of ̀ 18.55 Crore)

paid for the year 2014-15.

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 pari passu with the existing

shares and shall also be entitled to receive the

aforesaid dividend.

TRANSFER TO RESERVES

The Company proposes to transfer an amount of

` 200 Crore to General Reserves. An amount of

` 423.23 Crore is proposed to be retained in the

Standalone Statement of Profit and Loss.

SHARE CAPITAL

During the year, the paid up equity share capital of

the Company has increased from ` 130.14 Crore

to ` 130.22 Crore consequent to the allotment of

85,665 equity shares to the eligible employees on

exercise of Options granted under the Employees

Stock Option schemes of the Company.

Your Company has neither issued any shares with

differential voting nor issued any sweat equity

shares.

FINANCE

During the year 2015-16, your Company has:

– Raised long term loans aggregating to

` 195.75 Crore by way of foreign currency

borrowings (excluding ` 2.99 Crore due to

MTM of External Commercial Borrowings) and

` 6.77 Crore by way of Rupee Term Loan.

– Repaid term loans (including Foreign

Currency Borrowings and Finance Lease

Liability) aggregating to ` 245.35 Crore.

Credit rating agency ICRA has re-affirmed the long

term rating of [ICRA] AA+ / Stable for your

Company’s fund based limits of ̀ 1,250 Crore, non-

fund based limits of ` 1,500 Crore, term loans of

` 500 Crore and NCDs of ` 1,000 Crore. ICRA has

also assigned [ICRA]AA+ / Stable rating to fresh

` 500 Crore NCD programme of your Company.

ICRA has also reaffirmed short term rating of [ICRA]

A1+ to ` 1,750 Crore Commercial paper

programme of your Company.

Credit rating agency CRISIL has re-affirmed the

long term rating of Crisil AA+/Stable for ̀ 200 Crore

NCD programme of your Company.

PUBLIC DEPOSITS

During the year under review, your Company has

not accepted any deposits from the public falling

under Section 73 of the Company Act 2013 (“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.

PARTICULARS OF LOAN, GUARANTEE ANDINVESTMENT

Details of Loans, Guarantees and Investments

covered under the provisions of Section 186 of the

Act read with Companies (Meetings of Board and

its Powers) Rules, 2014 are given in the Notes to

the Financial Statements.

CORPORATE GOVERNANCE

Your Company is committed to the adoption of best

practices of Corporate Governance and its

adherance in true spirit to the 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 Regulation 27

of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 (SEBI LODR) with the Stock

Exchanges pertaining to the corporate governance

compliances.

The Report on Corporate Governance as stipulated

under Regulation 34 read with Schedule V of the

SEBI LODR forms part of the Annual Report. The

Statutory Auditors’ Certificate confirming

compliance with Schedule V of the SEBI LODR is

given in Annexure I and the same forms part of

the Directors’ Report.

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Directors’ Report

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 (2) of

the SEBI LODR the Management Discussion and

Analysis is set out in this Annual Report.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

Subsidiary Companies:

During the year, the following changes have taken

place in the Subsidiary Companies:

• The Company entered into a definitive

agreement to sell 23% stake in Birla Sun Life

Insurance Company Limited (BSLI) to its

partner Sun Life Financial, Canada for ̀ 1,664

Crore . The Company has completed the sale

in April 2016 and received the sale

consideration. It continues to hold the

controlling stake in BSLI at 51%.

• Aditya Birla Financial Services Limited

(ABFSL) was granted Certificate of

Registration (CoR) as a Non – Deposit taking

Systemically Important Core Investment

Company (CIC-ND-SI) on 16th October, 2015

by Reserve Bank of India (RBI).

• The Company and ABFSL have signed an

Agreement with MMI Strategic Investments

(PTY) Ltd. and MMI Holdings Ltd. on 3rd June,

2015 to enter into Health Insurance and

Wellness Business in India.

• The Company had incorporated Aditya Birla

Health Insurance Co. Ltd. (ABHICL) (formerly

known as Aditya Birla Health Insurance

Limited) on 22nd April, 2015 for carrying on

the Health Insurance business in India in

partnership with MMI Holdings. ABFSL, upon

receiving approval from Reserve Bank of India

for making investment in Health Insurance

business in India, has acquired all the shares

of ABHICL from the Company on 28th March,

2016. MMI Holdings Ltd. has acquired 49%

stake in ABHICL in June 2016 after receiving

approval from Foreign Investment Promotion

Board (FIPB). ABHICL is expected to

commence the business operations in the

second half of FY2016-17 after obtaining all

the requisite approvals.

• The Company had incorporated Aditya Birla

Idea Payments Bank Limited on 19th February,

2016 for undertaking banking operations as

per the Reserve Bank of India guidelines for

Licensing of Payments Banks. The Company

holds 51% stake in the same and balance is

held by Idea Cellular Limited.

• ABCAP Trustee Company Pvt. Limited

became the direct subsidiary of ABFSL on 25th

March, 2016.

• A new subsidiary in the name of “Aditya Birla

Renewables Limited” has been incorporated

on 7th August, 2015 for setting up and for

execution / commissioning of Solar Power

Projects; for providing Engineering,

Procurement and Construction Services (EPC);

for providing Operation and Maintenance

Services (O&M); and allied activities.

As mentioned herein above, during the year under

review:

Madura Garments Lifestyle Retail Company Limited

has been amalgamated with Aditya Birla Finance

Limited by way of a Scheme of Amalgamation,

Appointed Date of the Scheme being 1st July, 2015.

ABNL IT & ITES Limited, Aditya Birla Minacs BPO

Private Limited and Indigold Trade and Services

Limited have been amalgamated with the Company

by way of a Scheme of Amalgamation, Appointed

Date of the Scheme being 1st October, 2015.

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 a Joint Venture of the

Company and continues to be a Joint Venture,

during the year under review. Idea Cellular ranks

3rd in India with a revenue market share of 18.9%.

Having a base of 184 million active subscribers,

Idea is the 6th largest cellular operator in the world

in terms of subscribers, based on operations in a

single country.

In accordance with the provisions of Section 129(3)

of the Companies Act, 2013 (“the Act”) read with

the Companies (Accounts) Rules, 2014, a report on

the performance and financial position of each of

the subsidiaries, associates and joint venture

companies is attached as Annexure II to this Report.

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Statutory Reports

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 SEBI LODR

and pursuant to the provisions of Section 136 of

the Act, the same forms part of this Annual Report.

HUMAN RESOURCES

During the year 2015-16, your Company

channelized its resources towards strengthening

its Employee Value Proposition in line with Aditya

Birla Group’s “A World of Opportunities”. Various

initiatives for development of people and creating

a robust high performance organization were

implemented. Programmes for planned leadership

succession, development of successors through

structured training & development, and coaching,

skill and competency development across all levels

were actively conducted across the organization.

The process of upgrading and improving facilities

for employees at the unit locations was underway in

line with the Group’s initiative of “Add more to life”.

PARTICULARS OF EMPLOYEES

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, including any statutory

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

time being in force, are attached as Annexure III.

In accordance with the provisions of Section 197(12)

of the Act read with the Companies (Appointment

and Remuneration of Managerial Personnel) Rules,

2014, including any statutory modification(s) or re-

enactment(s) thereof for the time being in force, 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.

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, 2016 is given in AnnexureIV to this report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 (2)(f) of the SEBI (LODR), a

separate section on Business Responsibility

Reporting forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year, your Company entered

into related party transactions, which were on an

arm’s length basis and in the ordinary course of

business. There were no material transactions with

any related party as defined under Section 188 of

the Act read with the Companies (Meetings of

Board and its Powers) Rules, 2014. All related party

transactions were approved by the Audit

Committee of your Company and the same are

being reviewed by it on a periodical 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, 2016 is given in Note No.

41 to the financial statements of your Company.

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

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Directors’ Report

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 THEIRADEQUACY

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.

DIRECTORS’ 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 confirm that:

i) in the preparation of the Annual Accounts for

the financial year ended 31st March, 2016, the

applicable accounting standards have been

followed along with proper explanation

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, 2016 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

controls are adequate and were operating

effectively; and

vi) the Directors have devised proper systems

to ensure compliance with the provisions of

all applicable laws and that such systems

were adequate and were operating effectively.

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

ESOS – 2006

During the year under review, the Nomination and

Remuneration Committee (“the Committee”) has

allotted 62,331 equity shares of ` 10/- each of your

Company upon exercise of Stock Options by the

employees.

ESOS – 2013

During the year 23,651 Stock Options have vested

in the option grantees in terms of the provisions of

the Company’s Employee Stock Option Scheme

(“Scheme – 2013”). However, no Restricted Stock

Units have vested in the option grantees in terms

of the provisions of Scheme – 2013.

The Committee has allotted 23,334 equity shares

of ` 10 each of your Company upon exercise of

Stock Options by the employees.

Consequent to the Composite Scheme of

Arrangement of the branded apparel business as

mentioned herein above in this Report having

become effective on 9th January, 2016, in respect

of the Stock Options (Options) and the Restricted

Stock Units (RSUs) granted by the Company to

the eligible employees, the Grant Price and related

plan elements required an adjustment so as to

ensure fair and equitable treatment for the

concerned employees under ESOS – 2013.

In view of the same:

a. an additional grant of 48,777 Options and

26,551 RSUs under ABNL ESOS – 2013 was

made to the concerned grantees;

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Statutory Reports

b. the Exercise Price under various tranches of

Options granted under ABNL ESOS – 2013

has been reset as under:

(i) Tranche I : ` 694.30 per Option as

against ` 1239.80 per Option;

(ii) Tranche II : ` 590.15 per Option as

against ` 1053.85 per Option;

(iii) Tranche III : ` 967.10 per Option as

against ` 1726.95 per Option

In terms of the provisions of the SEBI (Share Based

Employee Benefits) Regulations, 2014, the details

of the Stock Options and Restricted Stock Units

granted under the Company’s Employees Stock

Option Schemes are available on your Company’s

website viz. www.adityabirlanuvo.com

A certificate received from the Statutory Auditors

of the Company on the implementation of the

Employees Stock Option Schemes shall be placed

at the ensuing Annual General Meeting for

inspection by the Members.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information on conservation of energy, technology

absorption, foreign exchange earnings and out go,

required to be disclosed pursuant to provision of

Section 134 of the Act read with the Companies

(Accounts) Rules, 2014 is given in Annexure V 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

` 7.40 Crore (the same being 2.11% of the average

net profits of the last 3 years as defined for the

purposes of CSR). A detailed report is attached as

Annexure VI forming part of this report.

DIRECTORS

Changes in Board constitution

Mr. Sushil Agarwal, Whole Time Director & Chief

Financial Officer of your Company, has relinquished

his office from the close of business on 30th June,

2015. Mr. Gian Prakash Gupta, an Independent

Director, has stepped down as a Director of the

Company w.e.f. 9th November, 2015 on health

grounds. Mr. Tapasendra Chattopadhyay, Nominee

of LIC of India (LIC) on the Company’s Board has

ceased to be the Non-Executive Director of the

Company consequent to the withdrawal of his

nomination by LIC. The Board places on record its

deep appreciation for the services rendered by Mr.

Sushil Agarwal, Mr. Gian Prakash Gupta and Mr.

Tapasendra Chattopadhyay during their tenure as

the Members of the Board.

At the request of LIC, Mr. V. Chandrasekaran,

Executive Director of LIC, has been appointed as

an Additional Director of the Company w.e.f. 14th

April, 2016 and accordingly, his appointment is

placed for your approval at the ensuing AGM.

Mrs. Rajashree Birla and Mr. Lalit Naik, Directors of

the Company, retire from office by rotation and being

eligible, have offered themselves for re-appointment.

Further details on the Board of Directors are

provided in the Corporate Governance Report

forming part of this Annual Report.

Your Directors recommend the said appointment /

re-appointments. Items seeking your approval on

the above appointment / re-appointments are

included in the Notice convening the Annual

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Directors’ Report

General Meeting. Brief resumes of the Directors

seeking appointment / re-appointments form part

of the Notice of the ensuing Annual General Meeting.

Meetings of the Board

During the year, the Board of Directors of your

Company met 6 times to deliberate on various

matters. The details of Board Meetings held are

given in the Corporate Governance Report.

Composition of the Audit Committee

The Audit Committee of the Board comprises of

Ms. Tarjani Vakil, Mr. Baldev Raj Gupta, Mr. Pejavar

Murari and Mr. Subhash Chandra Bhargava, the

Independent Directors, as its 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 Directors

Ms. Tarjani Vakil, Mr. Baldev Raj Gupta, Mr. Pejavar

Murari and Mr. Subhash Chandra Bhargava, the

Independent Directors of the Company, hold office

for a fixed term of five years and are not liable to

retire by rotation.

In accordance with Section 149(7) of the Act, each

Independent Director has given a written

declaration to the Company confirming that he/ she

meets the criteria of Independence as mentioned

under Section 149(6) of the Act and SEBI LODR.

Policy on Appointment and Remuneration ofDirectors and Key Managerial Personnel

The appointment and remuneration of Directors and

KMPs is as per policy of your Company.

Formal Annual Evaluation

The evaluation framework for assessing the

performance of the Directors of your Company

comprises of contributions at the meetings, strategic

perspective or inputs regarding the growth and

performance of your Company, among others.

Pursuant to the provisions of the Act and the Listing

Regulations, the Directors have carried out the

annual performance evaluation of the Board,

Independent Directors, Non-Executive Directors,

Executive Directors, Committees of the Board and

the Chairman of the Board. The manner of evaluation

is provided in the Corporate Governance Report.

Details of the familiarisation programme

for the Independent Directors of the Company

is available on the Company’s website

www.adityabirlanuvo.com.

Remuneration Policy

The Nomination and Remuneration Committee has

formulated the Remuneration Policy of your

Company which is attached as Annexure VII tothis report. The Policy is available on the Company’s

website viz. www.adityabirlanuvo.com.

KEY MANAGERIAL PERSONNEL

In terms of the provision of Section 203 of the Act,

Mr. Lalit Naik, Managing Director; Mrs. Pinky Mehta,

Chief Financial Officer (w.e.f. 1st July, 2015); and

Mr. Ashok Malu, Company Secretary are the Key

Managerial Personnel of your Company.

AUDITORS

Statutory Auditors and their Report

In terms of the provisions of Section 139 of the Act

read with the Companies (Audit and Auditors)

Rules, 2014, an audit firm can hold office as

statutory auditor for 2 terms of 5 consecutive years

i.e. for a maximum period of 10 years. Such audit

firm can be re-appointed after a cooling period of

5 years. In computing the period of 10 years, the

period for which the auditor has held office before

the commencement of the Act i.e. before 1st April,

2014 is also required to be considered.

Your Company has M/s. Khimji Kunverji & Co.,

Chartered Accountants, Mumbai (Reg. No.

105146W) as the Joint Statutory Auditors and in

compliance with the provisions of the Act, they will

continue in office till the ensuing AGM. M/s. S R B

C & CO LLP Chartered Accountants, Mumbai (Reg.

No. 324982E), the other Joint Statutory Auditor is

eligible for re-appointment.

M/s. S R B C & CO LLP, Chartered Accountants,

Mumbai (Reg. No. 324982E), will continue to hold

the office as the Joint Statutory Auditors of the

Company from the conclusion of ensuing Annual

General Meeting until the conclusion of 60th Annual

General Meeting of the Company.

M/s. S R B C & CO LLP, has given its consent in

writing and have furnished a certificate to the effect

that their re-appointment, if made, would be in

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Statutory Reports

accordance with the provisions of Section 139(1)

of the Act and that it meet with the criteria

prescribed under Section 141 of the Act. Your

Directors recommend their re-appointment at the

ensuing Annual General Meeting.

New Joint Statutory Auditor

M/s. Khimji Kunverji & Co., Chartered Accountants,

Mumbai, the Joint Statutory Auditor, has been in

office for more than ten years and in compliance

with the provisions of the Act, your Company will

have to appoint a new auditor in their place. The

Board of Directors has, at its meeting held on

11th July, 2016, recommended the appointment of

M/s. Deloitte Haskins & Sells LLP, Chartered

Accountants, Mumbai, (Reg. No. 117366W/W-

100018), as one of the Joint Statutory Auditors of

your Company in place of M/s. Khimji Kunverji &

Co., to hold office from the conclusion of this AGM

until the conclusion of the 64th AGM of your

Company, subject to ratification by the Members

at every AGM till the 63rd AGM.

Resolutions seeking your approval on appointment/

re-appointment of Statutory and Branch Auditors

are included in the Notice convening the AGM.

The observation made in the Auditor’s Report are

self explanatory and therefore, do not call for any

further comments under Section 134(3)(f) of the

Act. The Auditors’ Report does not contain any

qualification, reservation or adverse remark.

Cost Auditors

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 2016-17 at the remuneration as mentioned in

the Notice convening the AGM:-

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

Accountants, (Registration Number – 100392)

for Indian Rayon, Veraval – for Viscose

Filament Yarn and Chemicals

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

Accountants, (Registration Number – 000024)

for Indo Gulf Fertilisers, Jagdishpur- for

Fertilisers

iii) M/s. R. Chakraborty & Co., Cost Accountants,

(Registration Number –100481) for Jaya Shree

Textiles, Rishra – for Textiles, and

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

Accountants, (Registration Number –100133)

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

Members 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 2016 -17.

Your Company has filed the Cost Audit and

Compliance Report for Financial Year 2015 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 Auditors for conducting the Secretarial

Audit of your Company for the financial year ended

31st March, 2016. The report of the Secretarial

Auditors is attached as Annexure VIII. The

Secretarial Audit Report does not contain any

qualification, reservation or adverse remark.

AWARDS AND RECOGNITION

Some of the significant accolades earned by your

Company during the year include:

• Indo Gulf Fertlisers:

i) “National Energy Conservation Award –

2015” by Ministry of Power, Government

of India, First Prize in the Fertilizers

Sector (Sub-sector Urea)

ii) Global CSR Excellence & Leadership

Awards for “Best use of CSR practices

in Manufacturing”

iii) Asian CSR Leadership Award for

Community Development in

Manufacturing awarded by World CSR

Congress,

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Directors’ Report

• Aditya Birla Insulators – Halol Division:

i) Certificate of Export Recognition being

Special Export Award received from

CAPEXIL on 28th January, 2016

DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACEPREVENTION, PROHIBITION ANDREDRESSAL) 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 Regulation 4(2)(d) of the SEBI (LODR),

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 available on the Company’s

website at www.adityabirlanuvo.com

OTHER DISCLOSURES

• There are no significant and material orders

passed by the regulators or courts or tribunals

impacting the going concern status and the

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 BirlaChairman

Mumbai, 11th July, 2016 (DIN: 00012813)

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AUDITORS’ CERTIFICATE

ToThe Members of Aditya Birla Nuvo Limited

We have examined the compliance of conditions of corporate governance by Aditya Birla Nuvo Limited

(the ‘Company’), for the year ended on March 31, 2016, as stipulated in clause 49 of the Listing Agreement

of the Company with Stock Exchanges for the period April 01, 2015 to November 30, 2015 and as per

the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘Listing Regulations’) for the period December 01, 2015 to March 31,

2016.

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

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

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

opinion on the financial statements of the Company.

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

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

mentioned Listing Agreement / Listing Regulations, as applicable.

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 B C & CO LLPChartered Accountants Chartered Accountants

ICAI Firm Registration Number: 105146W ICAI Firm Registration Number: 324982E/E300003

per Shivji K Vikamsey per Vijay ManiarPartner Partner

Membership Number: 2242 Membership Number: 36738

Mumbai Mumbai

Date: May 20, 2016 Date: May 20, 2016

ANNEXURE - I

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AOC-1Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013,read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating tosubsidiary companies

Part - A - Subsidiary Companies(Information as on 31st March, 2016)

Name of Subsidiary Aditya Aditya Aditya Aditya Aditya Aditya

Birla Birla Birla Birla Birla Birla

Financial Capital Customer Trustee Money Commodities

Services Advisors Services Company Limited Broking

Limited Private Limited Private Limited

Limited Limited

Currency ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore

Share Capital (Equity and Preference) 2,533.62 3.50 27.39 0.05 15.54 5.50

Reserves and Surplus 596.09 27.46 (28.36) 0.21 21.63 (2.24)

Total Assets(Non-Current Assets + Current Assets) 3,146.32 35.58 29.03 0.26 236.58 25.17

Total Liabilities(Non-Current Liabilities + Current Liabilities) 16.61 4.62 30.00 ß 199.41 21.91

Investments 3,116.35 31.21 - 0.26 5.50 -

Revenue from Operations 7.28 20.33 5.36 0.07 111.56 8.10

Profit/(Loss) before Tax 1.23 6.34 (70.00) 0.04 1.88 2.13

Tax Expenses 1.71 1.82 - 0.01 0.68 -

Profit/(Loss) for the Year after Tax (0.48) 4.52 (70.00) 0.03 1.20 2.13

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Share) - - - - - -

Percentage Holding as on 31st March 2016 100.00% 100.00% 93.70% 100.00% 75.00% 75.00%

Exchange Rate as on 31st March 2016 N.A N.A N.A N.A N.A N.A

Name of Subsidiary Aditya Aditya Aditya Aditya Aditya Birla ABCAP

Birla Birla Birla Birla Money Trustee

Financial Finance Insurance Money Insurance Company

Shared Limited Brokers Mart Advisory Private

Services Limited Limited Services Limited

Limited Limited

Currency ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore

Share Capital (Equity and Preference) 0.05 744.57 2.70 120.00 0.49 0.01

Reserves and Surplus 0.08 2,951.24 31.70 (138.27) (4.46) (0.01)

Total Assets(Non-Current Assets + Current Assets) 15.41 26,222.55 80.41 47.69 3.07 0.00

Total Liabilities(Non-Current Liabilities + Current Liabilities) 15.28 22,526.74 46.01 65.96 7.04 0.00

Investments 0.02 821.40 8.97 24.78 - -

Revenue from Operations - 2,441.62 96.78 58.02 2.27 -

Profit/(Loss) before Tax 0.07 626.36 32.86 (6.81) (2.28) -

Tax Expenses 0.14 217.76 11.56 - - -

Profit/(Loss) for the Year after Tax (0.07) 408.60 21.30 (6.81) (2.28) -

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Share) - 0.98 19.17 - - -

Percentage Holding as on 31st March 2016 100.00% 100.00% 50.01% 100.00% 100.00% 100.00%

Exchange Rate as on 31st March 2016 N.A N.A N.A N.A N.A N.A

ANNEXURE - II

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Name of Subsidiary Aditya Birla Birla Sun Life Aditya Birla Sun Life AMC Aditya Birla Sun LifeHousing Asset Pte. Ltd., Singapore AMC Limited, DubaiFinance ManagementLimited Company Limited

Currency ` in Crore ` in Crore SGD in Mn. ` in Crore US $ in Min. ` in Crore

Share Capital (Equity and Preference) 239.25 18.00 11.90 58.33 3.12 20.73

Reserves and Surplus (34.49) 812.16 (10.94) (53.64) (2.34) (15.55)

Total Assets (Non-Current Assets + Current Assets) 1,996.85 987.04 2.29 11.20 0.98 6.47

Total Liabilities(Non-Current Liabilities + Current Liabilities) 1,792.09 156.88 1.33 6.51 0.20 1.29

Investments - 730.18 0.00 0.00 - -

Revenue from Operations 101.45 741.64 3.64 17.15 0.56 3.63

Profit/(Loss) before Tax (30.22) 320.22 (1.42) (6.67) (0.15) (1.00)

Tax Expenses - 110.72 - - - -

Profit/(Loss) for the Year after Tax (30.22) 209.50 (1.42) (6.67) (0.15) (1.00)

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Share) - - - - - -

Percentage Holding as on 31st March 2016 100.00% 51.00% 51.00% 51.00%

Exchange Rate as on 31st March 2016 N.A N.A SGD = Rs. 49.02 USD = Rs. 66.33

Name of Subsidiary Birla Sun Life AMC India Advantage International Opportunities(Mauritius) Limited Fund Limited Fund SPC

Currency US $ in Mn. ` in Crore US$ in Lakh ` in Crore US $ ` in Crore(31.12.2015) (31.12.2015) (31.12.2015) (31.12.2015)

Share Capital (Equity and Preference) 0.05 0.30 0.01 0.01 0.01 ß

Reserves and Surplus 0.76 5.07 - - - -

Total Assets (Non-Current Assets + Current Assets) 0.83 5.54 0.01 0.01 0.01 ß

Total Liabilities(Non-Current Liabilities + Current Liabilities) 0.02 0.17 - - - -

Investments - - - - - -

Revenue from Operations 0.96 6.27 - - - -

Profit/(Loss) before Tax 0.82 5.38 - - - -

Tax Expenses 0.02 0.16 - - - -

Profit/(Loss) for the Year after Tax 0.80 5.22 - - - -

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Share) 0.65 4.25 - - - -

Percentage Holding as on 31st March 2016 51.00% 51.00% 51.00%

Exchange Rate as on 31st March 2016 USD = Rs. 66.33 USD = Rs. 66.33 USD = Rs. 66.33

Name of Subsidiary Birla Aditya ABNL Shaktiman Birla Birla AdityaSun Life Birla Investment Mega Sun Life Sun Life BirlaTrustee Health Limited Food Insurance Pension Renewables

Company Insurance Park Company Manage- LimitedPrivate Co. Private Limited mentLimited Limited Limited Limited

Currency ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore

Share Capital (Equity and Preference) 0.02 18.00 21.00 0.43 1,901.21 27.00 0.20

Reserves and Surplus 0.49 (15.20) 4.43 (0.43) (219.64) (0.14) (0.94)

Total Assets (Non-Current Assets + Current Assets) 0.52 9.99 43.76 0.00 31,906.31 27.17 6.04

Total Liabilities(Non-Current Liabilities + Current Liabilities) 0.01 7.19 18.33 (0.00) 30,224.74 0.31 6.78

Investments 0.52 7.64 23.78 - 7,388.59 25.24 -

Revenue from Operations 0.05 - 0.32 - 5,707.98 - 6.78

Profit/(Loss) before Tax 0.06 (15.19) 3.13 (0.01) 140.00 0.36 (0.71)

Tax Expenses 0.01 0.01 0.94 - - 0.13 0.23

Profit/(Loss) for the Year after Tax 0.05 (15.20) 2.19 (0.01) 140.00 0.23 (0.94)

Proposed/Interim Dividend (including Dividend Tax)(including on Preference Share) - - 17.06 - - - -

Percentage Holding as on 31st March 2016 50.85% 100.00% 100.00% 100.00% 74.00% 74.00% 51.00%

Exchange Rate as on 31st March 2016 N.A N.A N.A N.A N.A N.A. N.A.

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Notes:

A. During the year, following entities have ceased to be subsidiaries

1. Pursuant to the effectiveness of the Composite Scheme of Arrangement between the Company, Madura Garments Lifestyle RetailCompany Limited (MGLRCL) and Pantaloons Fashion & Retail Limited (PFRL) now known as Aditya Birla Fashion and Retail Limited(ABFRL) on 9th January, 2016 and allotment of shares by ABFRL pursuant to the Scheme, ABFRL has ceased to be a subsidiary of theCompany (Appointed Date being 1st April, 2015).

2. Pursuant to the effectiveness of Scheme of Amalgamation of Madura Garments Lifestyle Retail Company Limited (MGLRCL) andAditya Birla Finance Limited (ABFL) on 25th January, 2016, MGLRCL has been merged with the ABFL and consequently ceased to bea subsidiary of the Company (Appointed Date being 1st July, 2015).

3. Pursuant to the effectiveness of Scheme of Amalgamation of ABNL IT&ITES Limited and Aditya Birla Minacs BPO Private Limited andIndigold Trade and Services Limited with the Company on 31st March, 2016, ABNL IT&ITES Limited and Aditya Birla Minacs BPOPrivate Limited and Indigold Trade and Services Limited wholly owned subsidiaries of the Company, have been merged with theCompany and consequently ceased to be a subsidiary of the Company. (Appointed Date being 1st October, 2015).

B. The Company jointly with Idea Cellular Limited (IDEA), has incorporated a new subsidiary namely “Aditya Birla Idea Payments BankLimited” (ABIPBL) wherein the Company holds 51% shares and balance 49% shares are held by IDEA. ABIPBL has been formed to set upa Payments Bank under the Guidelines for Licensing of Payments Banks issued on 27th November, 2014 by the Reserve Bank of India. Firstfull financials of ABIPBL shall be prepared for the period ended 31st March, 2017 hence the same has not been consolidated.

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

Part ‘‘B’’ : Joint venture

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

1 Latest audited Balance sheet Date 31st March, 2016

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

i) Number 83,75,26,221

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

iii) Extend of Holding% 23.26%

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

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

5 Net worth attributable to shareholding as per latest audited Balance Sheet (` in Crore) 5,561.14

6 Profit for the year (` in Crore)

i) Considered in Consolidation 716.59

ii) Not considered in Consolidation N.A.


KUMAR MANGALAM BIRLA RAJASHREE BIRLA

Chairman TARJANI VAKIL

P. MURARI

LALIT NAIK B. R. GUPTA

Managing Director S. C. BHARGAVA

V. CHANDRASEKARAN

PINKY MEHTA Directors

Chief Financial Officer

ASHOK MALU

President & Company Secretary

Mumbai, May 20, 2016

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The information required under Section 197(12) of the Companies, 2013 read with Rule 5(1) of Companies(Appointment and Remuneration) Rules, 2014 are given below:

1. Ratio of the remuneration to each Directors’ and Key Managerial Personnel (KMP) to the median remuneration

of the employees of the Company for the financial year ended 31st March 2016:

Name of the Director(s) Designation Remuneration % Increase / Ratio to medianand Key Managerial (` in Lakh) (Decrease) in remunerationPersonnel (KMP) Remuneration of employees

Mr. Kumar Mangalam Birla Chairman &

Non-Executive Director 261.10 (36.41) 106.57

Mrs. Rajashree Birla Non-Executive Director 8.10 (46.89) 3.31

Mr. P. Murari Independent Director 3.25 20.37 1.33

Mr. B. R. Gupta Independent Director 3.40 (27.66) 1.39

Ms. Tarjani Vakil Independent Director 3.60 (35.14) 1.47

Mr. S. C. Bhargava Independent Director 2.40 (50.00) 0.98

Mr. G. P. Guptaa Independent Director 1.30 _ Not Applicable

Mr. T. Chattopadhyayb Non-Executive Director 1.85 _ Not Applicable

Mr. Lalit Naikc Managing Director 480.85 (7.62) 196.26

Mr. Sushil Agarwald Whole- time Director &

Chief Financial Officer 457.05 _ Not Applicable

Mrs. Pinky Mehtae Chief Financial Officer 95.18 _ Not Applicable

Mr. Ashok Maluf Company Secretary 96.01 _ Not Applicable

Notes:

Remuneration paid to Non Executive and Independent Directors includes commission payable for the year ended31st March, 2016 which is within the overall ceiling approved by the Members of the Company. Sitting fees paid are excluded.

Remuneration paid to Key Managerial Personnel (KMP) consists of salary, variable pay, stock options and allowances ascomputed under the Income Tax, 1961 and contribution made to Provident and other funds. The remuneration includesvariable pay for the year ended 31st March, 2015 which was paid during the financial year 2015-16 to the Key ManagerialPersonnel.a Mr. G P Gupta ceased to be the Director of the Company with effect from 9 th November, 2015 and hence remuneration paid

is not comparable.b Mr. T. Chattopadhyay is nominee of Financial Institution and the commission is paid to the Financial Institution.c Mr. Lalit Naik was appointed as a Managing Director with effect from 1st July, 2014 and remuneration paid during the

financial year 2014-15 and the financial year 2015-16 are not comparable. d Mr. Sushil Agarwal was Whole-Time Director and Chief Financial Officer up to 30 th June, 2015 and remuneration paid

during the financial year 2015-16 was for part of the year and hence it is not comparable with the financial year 2014-15.The remuneration for financial year 2015-16 includes Rs. 231.64 Lakhs on account of exercise of stock options.

e Mrs. Pinky Mehta was appointed as a Chief Financial Officer with effect from 1st July 2015 and remuneration paid duringthe financial year 2015-16 was for part of the year including Rs.8.91 Lakhs on account of exercise of stock options andhence it is not comparable.

f Mr. Ashok Malu was appointed as a Company Secretary with effect from 1st March, 2015 and remuneration paid during thefinancial year 2014-15 and the financial year 2015-16 are not comparable.

2. During the financial year 2015-16, there was an increase of 13.43% in the median remuneration of employees.

3. There were 10,320 permanent employees on the rolls of Company as on 31st March, 2016.

4. During the financial year 2015-16, the average percentage increase made in the salaries of employees otherthan the Key Managerial Personnel was 11.97% and the Key Managerial Personnel remuneration was (7.62%).

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


Kumar Mangalam BirlaChairman

Mumbai, 11th July, 2016 (DIN: 00012813)

ANNEXURE - III

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CMYK

Form No. MGT – 9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS

i) CIN L17199GJ1956PLC001107

ii) Registration Date 26-09-1956

iii) Name of the Company Aditya Birla Nuvo Limited

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

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

and contact details Gujarat. Tel No. - 91-2876-243257

E-mail: [email protected]

vi) Whether Listed company Yes/No Yes

vii) Name, Address and Contact details

of Registrar and Transfer Agent, if any.

1st April, 2015 to 30th September, 2015 : In-House RTA Activity by Company

1st October, 2015 to 26th April, 2016 : Sharepro Services (India) Private Limited,

13 AB Samhita Warehousing Complex,

2nd Floor, Sakinaka, Andheri (E),

Mumbai - 400 072. Maharashtra

W.e.f. 27th April, 2016 : Karvy Computershare Private Limited,

Karvy Selenium Tower B, Plot 31-32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad – 500 032

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

below:

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

1 Textiles (Linen Yarn and Fabric, Worsted

Yarn and Wool Tops) 131 26.70%

2 Agri - business (Fertilisers, Agro-Chemicals

and Seeds) 201 & 202 45.69%

3 Rayon (Viscose Filament Yarn, Caustic Soda

and Allied Chemicals) 201 & 203 16.98%

4 Insulators 23934 10.63%

ANNEXURE - IV

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III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

Associate

1 ABNL Investment Limited Indian Rayon Compound, U65910GJ1994PLC022685 Subsidiary 100.00% 2(87)(ii)Junagadh Veraval Road,

Gujarat-362266

2 Shaktiman Mega Food Park Survey No. 1507, U45209GJ2010PTC063113 Subsidiary 100.00% 2(87)(ii)Private Limited Indian Rayon Compound,

Junagadh, Veraval,Gujarat-362266

3 Adity Birla Renewables Limited A-4, Aditya Birla Centre, U40300MH2015PLC267263 Subsidiary 51.00% 2(87)(ii)S K Ahire Marg, Worli,

Mumbai - 400 030

4 Aditya Birla Idea Payments A4, Aditya Birla Centre, U65923MH2016PLC273308 Subsidiary 51.00% 2(87)(ii)Bank Limited S. K. Ahire Marg, Worli,

Mumbai - 400 030

5 Birla Sun Life Insurance Company One Indiabulls Centre, U99999MH2000PLC128110 Subsidiary 74.00% 2(87)(ii)Limited (BSLICL) Tower 1, 16th Floor,

Jupiter Mill Compound,841, S. B. Marg,Elphinstone Rd.Mumbai-400013

6 Birla Sun Life Pension Management One Indiabulls Centre, U66000MH2015PLC260801 Subsidiary 74.00% 2(87)(ii)Limited (Subsidiary of BSLICL) Tower 1, 16th Flr,


7 Aditya Birla Financial Services Indian Rayon Compound, U67120GJ2007PLC058890 Subsidiary 100.00% 2(87)(ii)Limited (ABFSL) Veraval, Gujarat-362266

8 Aditya Birla Capital Advisors One Indiabulls Centre, U74140MH2008PTC179360 Subsidiary 100.00% 2(87)(ii)Private Limited * Tower 1, 18th Flr,


9 Aditya Birla Customer Services Aditya Birla Centre, U93000MH2008PLC186669 Subsidiary 93.70% 2(87)(ii)Limited * S.K. Ahire Marg, Worli,

Mumbai-400030

10 Aditya Birla Trustee Company Aditya Birla Centre, U74999MH2008PTC186670 Subsidiary 100.00% 2(87)(ii)Private Limited * S.K. Ahire Marg, Worli,

Mumbai-400030

11 Aditya Birla Financial Shared One Indiabulls Centre, U65999MH2008PLC183695 Subsidiary 100.00% 2(87)(ii)Services Limited * Tower 1, 18th Floor,


12 Aditya Birla Finance Limited * Indian Rayon Compound, U65990GJ1991PLC064603 Subsidiary 100.00% 2(87)(ii)Veraval, Gujarat-362266

13 Aditya Birla Insurance Brokers Indian Rayon Compound, U99999GJ2001PLC062239 Subsidiary 50.01% 2(87)(ii)Limited * Veraval, Gujarat-362266

14 ABCAP Trustee Company Private A-4, Aditya Birla Centre, U74120MH2013PTC242390 Subsidiary 100.00% 2(87)(ii)Limited * S K Ahire Marg, Worli,

Mumbai - 400 030

15 Aditya Birla Health Insurance Co. A-4, Aditya Birla Centre, U66000MH2015PLC263677 Subsidiary 100.00% 2(87)(ii)Limited * S K Ahire Marg, Worli,

Mumbai - 400 030

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16 Birla Sun Life Trustee Company One India bulls, U74899MH1994PTC166755 Subsidiary 50.85% 2(87)(ii)

Private Limited * Tower 1, 17th Floor,

Jupiter Mills,

Senapati Bapat Marg,

Elphinstone Rd.

Mumbai-400013

17 Aditya Birla Housing Finance Indian Rayon Compound, U65922GJ2009PLC083779 Subsidiary 100.00% 2(87)(ii)

Limited * Veraval, Junagadh,

Gujarat-362266

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

Company Limited (BSAMC) * 17th Floor, Jupiter Mills,

Senapati Bapat Marg,

Elphinstone Rd.

Mumbai-400013

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

(Subsidiary of BSAMC) ** Cybercity Ebene Mauritius

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

Dubai (Subsidiary of BSAMC) ** Currency House - Building 1,

Dubai International

Financial Centre,

Dubai, 482027, United

Arab Emirates

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

Singapore (Subsidiary of BSAMC) ** 28-00, One Marina

Boulevard, 018989,

Singapore

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

(Subsidiary of BSAMC) ** Cybercity Ebene

Mauritius

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

SPC (IOF) (Subsidiary of BSAMC) ** Gate House, 113 South

Church Street, Grand

Cayman, KY 1-1002

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

(ABML) * Veraval, Gujarat-362266

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

Limited (Subsidiary of ABML) ** Veraval, Gujarat-362266

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

(ABMML) * Veraval, Gujarat-362266

27 Aditya Birla Money Insurance Indian Rayon Compound, U67200GJ2001PLC062240 Subsidiary 100.00% 2(87)(ii)

Advisory Services Limited Veraval, Gujarat-362266

(Subsidiary of ABMML) **

28 ABNL IT & ITES Limited (ABNLIT) Indian Rayon Compound, U72300GJ2013PLC084682 Subsidiary 100.00% 2(87)(ii)

(Ceased to be a subsidiary Veraval, Junagadh,

w.e.f. 31st March 2016) Gujarat-362266

29 Aditya Birla Minacs BPO Indian Rayon Compound, U72400GJ1998PTC084683 Subsidiary 100.00% 2(87)(ii)

Private Limited (100% Subsidiary Veraval, Junagadh,

of ABNLIT) (Ceased to be a Gujarat-362266

subsidiary w.e.f. 31st March 2016)

30 Indigold Trade and Services Indian Rayon Compound, U18101GJ2007PLC078595 Subsidiary 100.00% 2(87)(ii)

Limited (ITSL) (Ceased to be a Junagadh Veraval,

subsidiary w.e.f. 31st March 2016) Gujarat-362266


Associate

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Associate

31 Madura Garments Lifestyle Retail Indian Rayon Compound, U18101GJ2007PLC058604 Subsidiary 100.00% 2(87)(ii)

Company Limited (Ceased to be a Veraval, Gujarat-362266

subsidiary w.e.f. 3rd February 2016)

32 Aditya Birla Fashion and Retail 701-704, 7th Floor, L18101MH2007PLC233901 Subsidiary 72.62% 2(87)(ii)

Limited (Formerly known as Skyline Icon Business

Pantaloons Fashions and Retail Park, 86-92 Off A. K. Road,

Limited) (Subsidiary of ITSL) Marol Village,

(Ceased to be a subsidiary Andheri East,

w.e.f. 9th January 2016) MUMBAI-400059

JOINT VENTURES

1 IDEA Cellular Limited Suman Tower, Plot No.18, L32100GJ1996PLC030976 Joint Venture 23.26% 2(6)

Sector-11, Gandhinagar,

Gujarat- 382011

ASSOCIATES - Nil NA NA NA NA NA

* Direct subsidiary of Aditya Birla Financial Services Limited

** Step down subsidiary of Aditya Birla Financial Services Limited

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the yearshareholders (As on 01.04.2015) (As on 31.03.2016) % Change

Demat Physical Total % of Total Demat Physical Total % of Total during theshares shares year

A. Promoters

1 Indian

(a) Individual/HUF 136,203 - 136,203 0.10 136,203 - 136,203 0.10 0.00

(b) Central Govt - - - 0.00 - - - 0.00 0.00

(c) State Govt (s) - - - 0.00 - - - 0.00 0.00

(d) Bodies Corporate 74,308,494 - 74,308,494 57.10 75,917,124 - 75,917,124 58.30 1.20

(e) Banks / Financial

Institution - - - 0.00 - - - 0.00 0.00

(f) Any Other - - - 0.00 - - - 0.00 0.00

Sub-total (A)(1) 74,444,697 - 74,444,697 57.20 76,053,327 - 76,053,327 58.40 1.20

2 Foreign

(a) NRIs- Individuals - - - - - - - - -

(b) Other-Individuals - - - - - - - - -

(c) Bodies corp - - - - - - - - -

(d) Banks / Financial

Institution - - - - - - - - -

(e) Any Other - - - - - - - - -

Sub-total (A)(2): 0 0 0 0.00 0 0 0 0.00 0.00

Total holding ofPromoter andPromoter Group(A)=(A)(1)+(A)(2) 74,444,697 - 74,444,697 57.20 76,053,327 - 76,053,327 58.40 1.20

B. Public Shareholding

1 Institutions

(a) Mutual Funds 5,592,805 26,059 5,618,864 4.32 10,644,869 26,059 10,670,928 8.19 3.88

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i) Category-wise Share Holding (Continued)

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the yearshareholders (As on 01.04.2015) (As on 31.03.2016) % Change

Demat Physical Total % of Total Demat Physical Total % of Total during theshares shares year

(b) Banks/Financial

Institution 7,445,695 12,767 7,458,462 5.73 81,495 11,569 93,064 0.07 -5.66

(c) Central

Government - - - 0.00 5,271 - 5,271 0.00 0.00

(d) State

Government(s) - - - 0.00 - - - 0.00 0.00

(e) Venture Capital

Funds - - - 0.00 - - - 0.00 0.00

(f) Insurance

Companies 1,469,147 25 1,469,172 1.13 7,305,220 5,686 7,310,906 5.61 4.49

(g) Foreign Institutional

Investors 20,381,529 3,695 20,385,224 15.66 15,660,834 3,695 15,664,529 12.03 -3.64

(h) Foreign Venture

Capital Funds - - - 0.00 - - - 0.00 0.00

(i) Any Other - - - 0.00 - - - 0.00 0.00

Sub-total (B)(1): 34,889,176 42,546 34,931,722 26.84 33,697,689 47,009 33,744,698 25.91 -0.93

2 Non-Institutions

(a) Individuals 0.00

(i) Individual

shareholders

holding nominal

share capital upto

` 1 lakh 9,326,572 2,025,571 11,352,143 8.72 10,057,254 1,941,577 11,998,831 9.21 0.49

(ii) Individual

shareholders

holding nominal

share capital in

excess of ` 1 lakh 1,053,406 34,990 1,088,396 0.84 2,402,694 - 2,402,694 1.85 1.01

(c) Others (specify)

Bodies Corporate 3,754,729 67,243 3,821,972 2.94 4,383,685 67,011 4,450,696 3.42 0.48

NRI 654,019 331,090 985,109 0.76 683,985 302,631 986,616 0.76 0.00

OCB - 1,441 1,441 0.00 1,800 1,441 3,241 0.00 0.00

Trust 340,299 2,955 343,254 0.26 579,800 2,955 582,755 0.45 0.18

Sub-total (B)(2): 15,129,025 2,463,290 17,592,315 13.52 18,109,218 2,315,615 20,424,833 15.68 2.17

Total PublicShareholding(B)=(B)(1)+(B)(2) 50,018,201 2,505,836 52,524,037 40.36 51,806,907 2,362,624 54,169,531 41.60 1.24

TOTAL (A)+(B) 124,462,898 2,505,836 126,968,734 97.57 127,860,234 2,362,624 130,222,858 100.00 2.43

C. Shares held byCustodian forGDRs & ADRs

Promoter and

Promoter Group 1,425,000 - 1,425,000 1.09 - - - 0.00 -1.09

Public 1,742,788 671 1,743,459 1.34 - - - 0.00 -1.34

Grand Total(A+B+C) 127,630,686 2,506,507 130,137,193 100.00 127,860,234 2,362,624 130,222,858 100.00 0.00

CMYK

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(ii) Shareholding of Promoters

Sl. Shareholder’s name Shareholding at the beginning of the year Share holding at the end of the year % Change inNo. (As on 01.04.2015) (As on 31.03.2016) shareholding

No. of shares % of total % of Shares No. of shares % of total % of Shares during theShares of the Pledged / Shares of the Pledged / year

company encumbered company encumberedto total to totalshares shares

1 Aditya Vikram KumarMangalam Birla HUF 150 0.00 0.00 150 0.00 0.00 0.00

2 Mr. Kumar Mangalam Birla 4609 0.00 0.00 4609 0.00 0.00 0.00

3 Mrs. Rajashree Birla 127634 0.10 0.00 127634 0.10 0.00 0.00

4 Mrs. Neerja Birla 1975 0.00 0.00 1975 0.00 0.00 0.00

5 Mrs. Vasavadatta Bajaj 1835 0.00 0.00 1835 0.00 0.00 0.00

6 Birla Group Holdings Pvt.Ltd. 3610300 2.77 0.00 3610300 2.77 0.00 0.00

7 TGS Investment and TradePvt. Ltd. 13506736 10.38 0.00 14671037 11.27 0.00 0.89

8 Trapti Trading and InvestmentsPvt. Ltd. 9423935 7.24 0.00 9423935 7.24 0.00 0.00

9 Turquoise Investments andFinance Pvt. Ltd. 6441092 4.95 0.00 6885421 5.29 0.00 0.34

10 Birla Consultants Ltd. 28655 0.02 0.00 28655 0.02 0.00 0.00

11 Birla Industrial Finance(India) Ltd. 27790 0.02 0.00 27790 0.02 0.00 0.00

12 Birla Industrial Investments(India) Ltd. 5955 0.00 0.00 5955 0.00 0.00 0.00

13 ECE Industries Limited 119163 0.09 0.00 119163 0.09 0.00 0.00

14 Grasim Industries Limited 3345816 2.57 0.00 3345816 2.57 0.00 0.00

15 Hindalco Industries Limited 8650412 6.65 0.00 8650412 6.64 0.00 0.00

16 IGH Holdings Private Limited 16352102 12.57 0.00 16352102 12.56 0.00 -0.01

17 Manav Investment & TradingCo. Ltd. 114675 0.09 0.15 114675 0.09 0.15 0.00

18 Pilani Investment & IndustriesCorporation Ltd. 187098 0.14 0.00 187098 0.14 0.00 0.00

19 Umang Commercial CompanyPrivate Limited 12494765 9.60 0.00 12494765 9.59 0.00 -0.01

TOTAL 74,444,697 57.20 0.15 76,053,327 58.40 0.15 1.20

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. Particulars Shareholding at the beginning Cumulative ShareholdingNo. of the year during the year

No. of shares % of total No. of shares % of totalshares of the shares of the

company company

1 TGS Investment and Trade Private LimitedAt the beginning of the year 13,506,736 10.38

Acquisition on 22.03.2016 214,301 0.16 13,721,037 10.54

Acquisition on 23.03.2016 950,000 0.73 14,671,037 11.27

At the end of the year 14,671,037 11.27

2 Turquoise Investments and Finance Private LimitedAt the beginning of the year 6,441,092 4.95

Acquisition on 23.03.2016 444,329 0.34 6,885,421 5.29

At the end of the year 6,885,421 5.29

CMYK

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Directors’ Report

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. Name of the Shareholder Shareholding at the beginning Date Increase / Reason Cumultive ShareholdingNo. of the year (as on 01.04.2015) Decrease in during the year

shareholdingNo. of shares % of total No. of % of total

at the beginning shares of the shares shares of the(01.04.2015) / end company company

of the year(31.03.2016)

1 Life Insurance Corporation 7,259,522 5.58 01.04.2015 - - 7,259,522 5.58

of India 17.07.2015 (55,569) Sell 7,203,953 5.53

24.07.2015 (322,988) Sell 6,880,965 5.29

18.09.2015 (184,044) Sell 6,696,921 5.15

25.09.2015 (185,790) Sell 6,511,131 5.00

30.09.2015 (116,514) Sell 6,394,617 4.91

09.10.2015 (135,095) Sell 6,259,522 4.81

16.10.2015 (40,443) Sell 6,219,079 4.78

23.10.2015 (136,171) Sell 6,082,908 4.67

30.10.2015 (21,991) Sell 6,060,917 4.66

6,060,917 4.65 31.03.2016 - - 6,060,917 4.65

2 HSBC Global Investment 1,996,919 1.53 01.04.2015 - - 1,996,919 1.53

Funds A/c HSBC GIF 30.09.2015 (7,268) Sell 1,989,651 1.53

Mauritius Ltd. 04.12.2015 (59,674) Sell 1,929,977 1.48

18.12.2015 (82,559) Sell 1,847,418 1.42

31.12.2015 (9,839) Sell 1,837,579 1.41

08.01.2016 (70,161) Sell 1,767,418 1.36

1,767,418 1.36 31.03.2016 - - 1,767,418 1.36

3 Reliance Capital Trustee 1,442,366 1.11 01.04.2015 - - 1,442,366 1.11

Co. Ltd. A/c Reliance 14.08.2015 (40,214) Sell 1,402,152 1.08

Growth Fund 21.08.2015 (14,340) Sell 1,387,812 1.07

08.01.2016 (15,000) Sell 1,372,812 1.05

15.01.2016 (22,000) Sell 1,350,812 1.04

22.01.2016 358,388 Purchase 1,709,200 1.31

19.02.2016 50,000 Purchase 1,759,200 1.35

1,759,200 1.35 31.03.2016 - - 1,759,200 1.35

4 FRANKLIN TEMPLETON 1,072,470 0.82 01.04.2015 - - 1,072,470 0.82

INVESTMENT FUNDS 10.04.2015 31,920 Purchase 1,104,390 0.85

17.04.2015 108,080 Purchase 1,212,470 0.93

03.07.2015 191,847 Purchase 1,404,317 1.08

21.01.2016 90,200 Purchase 1,494,517 1.15

19.02.2016 (157,239) Sell 1,337,278 1.03

26.02.2016 (33,051) Sell 1,304,227 1.00

04.03.2016 (357,929) Sell 946,298 0.73

11.03.2016 (350,000) Sell 596,298 0.46

18.03.2016 (92,000) Sell 504,298 0.39

25.03.2016 (504,298) Sell 0 0.00

0 0.00 31.03.2016 - - 0 0.00

5 MORGAN STANLEY ASIA 950,381 0.73 01.04.2015 - - 950,381 0.73

(SINGAPORE) PTE. 10.04.2015 (55,133) Sell 895,248 0.69

17.04.2015 (3,000) Sell 892,248 0.69

24.04.2015 (33,008) Sell 859,240 0.66

01.05.2015 (30,616) Sell 828,624 0.64

08.05.2015 (324,324) Sell 504,300 0.39

15.05.2015 19,875 Purchase 524,175 0.40

30.05.2015 125 Purchase 524,300 0.40

05.06.2015 43,750 Purchase 568,050 0.44

12.06.2015 (10,130) Sell 557,920 0.43

19.06.2015 612 Purchase 558,532 0.43

30.06.2015 (5,405) Sell 553,127 0.42

03.07.2015 4,116 Purchase 557,243 0.43

10.07.2015 (61,224) Sell 496,019 0.38

24.07.2015 (4,503) Sell 491,516 0.38

31.07.2015 (2,875) Sell 488,641 0.38

07.08.2015 (43,060) Sell 445,581 0.34

14.08.2015 1,851 Purchase 447,432 0.34

28.08.2015 1,407 Purchase 448,839 0.34

03.09.2015 9,852 Purchase 458,691 0.35

08.09.2015 3,171 Purchase 461,862 0.35

18.09.2015 1,624 Purchase 463,486 0.36

25.09.2015 251 Purchase 463,737 0.36

09.10.2015 1,121 Purchase 464,858 0.36

16.10.2015 465 Purchase 465,323 0.36

CMYK

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Statutory Reports

23.10.2015 812 Purchase 466,135 0.36

13.11.2015 915 Purchase 467,050 0.36

20.11.2015 1,830 Purchase 468,880 0.36

27.11.2015 (1,213) Sell 467,667 0.36

04.12.2015 369 Purchase 468,036 0.36

11.12.2015 (1,123) Sell 466,913 0.36

25.12.2015 (2,021) Sell 464,892 0.36

31.12.2015 18,750 Purchase 483,642 0.37

08.01.2016 (11,419) Sell 472,223 0.36

15.01.2016 7,559 Purchase 479,782 0.37

22.01.2016 156,507 Purchase 636,289 0.49

29.01.2016 29,811 Purchase 666,100 0.51

05.02.2016 185,789 Purchase 851,889 0.65

12.02.2016 55,541 Purchase 907,430 0.70

19.02.2016 (24,146) Sell 883,284 0.68

26.02.2016 (5,389) Sell 877,895 0.67

04.03.2016 (97,377) Sell 780,518 0.60

11.03.2016 2,790 Purchase 783,308 0.60

18.03.2016 (74,382) Sell 708,926 0.54

25.03.2016 (4,703) Sell 704,223 0.54

718,018 0.55 31.03.2016 13,795 Purchase 718,018 0.55

6 GENERAL INSURANCE 930,021 0.71 01.04.2015 - - 930,021 0.71

CORPORATION OF INDIA 10.04.2015 (35,000) Sell 895,021 0.69

17.04.2015 (15,000) Sell 880,021 0.68

31.07.2015 (29,211) Sell 850,810 0.65

18.09.2015 (50,000) Sell 800,810 0.62

15.01.2016 (29,000) Sell 771,810 0.59

18.03.2016 (45,000) Sell 726,810 0.56

25.03.2016 (26,000) Sell 700,810 0.54

700,810 0.54 31.03.2016 - - 700,810 0.54

7 DIMENSIONAL EMERGING 802,697 0.62 01.04.2015 - - 802,697 0.62

MARKETS VALUE FUND 10.04.2015 6,756 Purchase 809,453 0.62

17.04.2015 2,489 Purchase 811,942 0.62

24.04.2015 4,475 Purchase 816,417 0.63

01.05.2015 5,760 Purchase 822,177 0.63

12.06.2015 1,018 Purchase 823,195 0.63

17.07.2015 9,643 Purchase 832,838 0.64

24.07.2015 1,193 Purchase 834,031 0.64

31.07.2015 1,997 Purchase 836,028 0.64

14.08.2015 6,172 Purchase 842,200 0.65

28.08.2015 11,265 Purchase 853,465 0.66

03.09.2015 3,895 Purchase 857,360 0.66

08.09.2015 17,246 Purchase 874,606 0.67

18.09.2015 25,884 Purchase 900,490 0.69

30.10.2015 1,260 Purchase 901,750 0.69

06.11.2015 1,133 Purchase 902,883 0.69

13.11.2015 948 Purchase 903,831 0.69

20.11.2015 3,293 Purchase 907,124 0.70

27.11.2015 3,462 Purchase 910,586 0.70

25.12.2015 3,308 Purchase 913,894 0.70

31.12.2015 3,872 Purchase 917,766 0.71

08.01.2016 5,551 Purchase 923,317 0.71

15.01.2016 4,551 Purchase 927,868 0.71

05.02.2016 24,287 Purchase 952,155 0.73

12.02.2016 20,845 Purchase 973,000 0.75

973,000 0.75 31.03.2016 - - 973,000 0.75

8 EASTSPRING INVESTMENTS 750,758 0.58 01.04.2015 - - 750,758 0.58

INDIA EQUITY OPEN LIMITED 08.05.2015 5,342 Purchase 756,100 0.58

26.06.2015 (40,371) Sell 715,729 0.55

30.09.2015 (109,149) Sell 606,580 0.47

09.10.2015 (27,213) Sell 579,367 0.45

16.10.2015 (29,240) Sell 550,127 0.42

23.10.2015 (28,590) Sell 521,537 0.40

30.10.2015 (35,829) Sell 485,708 0.37




of the year(31.03.2016)

iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) (continued)

CMYK

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Directors’ Report

06.11.2015 (62,122) Sell 423,586 0.33

04.03.2016 (92,027) Sell 331,559 0.25

11.03.2016 (73,958) Sell 257,601 0.20

257,601 0.20 31.03.2016 - - 257,601 0.20

9 ROBECO CAPITAL 739,022 0.57 01.04.2015 - - 739,022 0.57

GROWTH FUNDS 10.04.2015 (5,537) Sell 733,485 0.56

15.05.2015 (65,000) Sell 668,485 0.51

12.06.2015 27,000 Purchase 695,485 0.53

17.07.2015 (18,765) Sell 676,720 0.52

14.08.2015 (145,330) Sell 531,390 0.41

03.09.2015 (107,513) Sell 423,877 0.33

18.09.2015 (80,377) Sell 343,500 0.26

27.11.2015 (21,300) Sell 322,200 0.25

11.12.2015 (38,391) Sell 283,809 0.22

15.01.2016 (110,729) Sell 173,080 0.13

22.01.2016 (173,080) Sell 0 0.00

0 0.00 31.03.2016 - - 0 0.00

10 GOVERNMENT OF 722,715 0.56 01.04.2015 - - 722,715 0.56

SINGAPORE 10.04.2015 5,476 Purchase 728,191 0.56

24.04.2015 (464) Sell 727,727 0.56

01.05.2015 (15,348) Sell 712,379 0.55

08.05.2015 (11,011) Sell 701,368 0.54

05.06.2015 1,480 Purchase 702,848 0.54

12.06.2015 (766) Sell 702,082 0.54

03.07.2015 13,942 Purchase 716,024 0.55

10.07.2015 9,049 Purchase 725,073 0.56

31.07.2015 5,481 Purchase 730,554 0.56

07.08.2015 13,586 Purchase 744,140 0.57

14.08.2015 84,070 Purchase 828,210 0.64

21.08.2015 (1,713) Sell 826,497 0.64

28.08.2015 96,300 Purchase 922,797 0.71

03.09.2015 32,596 Purchase 955,393 0.73

08.09.2015 3,557 Purchase 958,950 0.74

18.09.2015 (11,579) Sell 947,371 0.73

09.10.2015 34,262 Purchase 981,633 0.75

23.10.2015 (575) Sell 981,058 0.75

30.10.2015 (8,327) Sell 972,731 0.75

06.11.2015 (1,274) Sell 971,457 0.75

20.11.2015 (909) Sell 970,548 0.75

04.12.2015 (3,919) Sell 966,629 0.74

11.12.2015 (2,515) Sell 964,114 0.74

31.12.2015 (2,977) Sell 961,137 0.74

08.01.2016 9,381 Purchase 970,518 0.75

15.01.2016 (555) Sell 969,963 0.74

22.01.2016 (266,473) Sell 703,490 0.54

703,490 0.54 31.03.2016 - - 703,490 0.54

11 KESORAM INDUSTRIES 614,162 0.47 01.04.2015 - - 614,162 0.47

LIMITED (w.e.f. 08/05/2015) 614,162 0.47 25.03.2016 (614,162) 0 0.00

0 0.00 31.03.2016 - - 0 0.00

12 HSBC INDIAN EQUITY 585,270 0.45 01.04.2015 - - 585,270 0.45

MOTHER FUND 25.12.2015 (24,000) Sell 561,270 0.43

(w.e.f. 14/08/2015) 31.12.2015 (8,000) Sell 553,270 0.42

08.01.2016 (67,722) Sell 485,548 0.37

485,548 0.37 31.03.2016 - - 485,548 0.37

13 MORGAN STANLEY 117,724 0.09 01.04.2015 - - 117,724 0.09

MAURITIUS COMPANY 08.05.2015 6,250 Purchase 123,974 0.10

LIMITED (w.e.f. 28/08/2015) 30.05.2015 4,625 Purchase 128,599 0.10

05.06.2015 35,125 Purchase 163,724 0.13

26.06.2015 3,562 Purchase 167,286 0.13

30.06.2015 211,625 Purchase 378,911 0.29

17.07.2015 49,874 Purchase 428,785 0.33

24.07.2015 13,350 Purchase 442,135 0.34

31.07.2015 1,375 Purchase 443,510 0.34

07.08.2015 44,793 Purchase 488,303 0.38




of the year(31.03.2016)


CMYK

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Statutory Reports

14.08.2015 39,817 Purchase 528,120 0.41

21.08.2015 1,625 Purchase 529,745 0.41

28.08.2015 82,046 Purchase 611,791 0.47

03.09.2015 41,250 Purchase 653,041 0.50

30.10.2015 1,625 Purchase 654,666 0.50

08.01.2016 3,250 Purchase 657,916 0.51

15.01.2016 15,814 Purchase 673,730 0.52

22.01.2016 21,500 Purchase 695,230 0.53

26.02.2016 (36,022) Sell 659,208 0.51

11.03.2016 (35,450) Sell 623,758 0.48

18.03.2016 3,255 Purchase 627,013 0.48

657,775 0.51 31.03.2016 30,762 Purchase 657,775 0.51

14 MACQUARIE EMERGING

MARKETS ASIAN TRADING

PTE. LTD. (w.e.f. 30/10/2015) 392,333 0.30 01.04.2015 - - 392,333 0.30

10.04.2015 (20,500) Sell 371,833 0.29

17.04.2015 (4,000) Sell 367,833 0.28

24.04.2015 (43,000) Sell 324,833 0.25

01.05.2015 (98,000) Sell 226,833 0.17

08.05.2015 (142,583) Sell 84,250 0.06

15.05.2015 (125) Sell 84,125 0.06

22.05.2015 13,000 Purchase 97,125 0.07

29.05.2015 2,125 Purchase 99,250 0.08

05.06.2015 24,250 Purchase 123,500 0.09

12.06.2015 (16,875) Sell 106,625 0.08

19.06.2015 9,000 Purchase 115,625 0.09

26.06.2015 (35,000) Sell 80,625 0.06

30.06.2015 (17,125) Sell 63,500 0.05

03.07.2015 (15,750) Sell 47,750 0.04

10.07.2015 16,375 Purchase 64,125 0.05

17.07.2015 8,875 Purchase 73,000 0.06

24.07.2015 (54,875) Sell 18,125 0.01

31.07.2015 (2,625) Sell 15,500 0.01

07.08.2015 7,858 Purchase 23,358 0.02

14.08.2015 1,625 Purchase 24,983 0.02

21.08.2015 13,750 Purchase 38,733 0.03

28.08.2015 (11,750) Sell 26,983 0.02

03.09.2015 (3,475) Sell 23,508 0.02

18.09.2015 30,447 Purchase 53,955 0.04

25.09.2015 (45,250) Sell 8,705 0.01

30.09.2015 (875) Sell 7,830 0.01

09.10.2015 (750) Sell 7,080 0.01

16.10.2015 1,125 Purchase 8,205 0.01

23.10.2015 12,000 Purchase 20,205 0.02

30.10.2015 748,250 Purchase 768,455 0.59

06.11.2015 24,000 Purchase 792,455 0.61

13.11.2015 4,500 Purchase 796,955 0.61

20.11.2015 (40,000) Sell 756,955 0.58

27.11.2015 500 Purchase 757,455 0.58

04.12.2015 (44,000) Sell 713,455 0.55

11.12.2015 29,479 Purchase 742,934 0.57

18.12.2015 24,750 Purchase 767,684 0.59

25.12.2015 3,000 Purchase 770,684 0.59

31.12.2015 5,250 Purchase 775,934 0.60

08.01.2016 (25,750) Sell 750,184 0.58

15.01.2016 22,250 Purchase 772,434 0.59

21.01.2016 (22,434) Sell 750,000 0.58

25.03.2016 500 Purchase 750,500 0.58

760,500 0.58 31.03.2016 10,000 Purchase 760,500 0.58

15 INDIA OPPORTUNITIES

GROWTH FUND LTD -

PINEWOOD STRATEGY

(w.e.f. 06/11/2015) 0 0.00 01.04.2015 - - 0 0.00

06.11.2015 925,869 Purchase 925,869 0.71




of the year(31.03.2016)


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Directors’ Report

11.12.2015 1,425,000 Purchase 2,350,869 1.81

15.01.2016 (30,000) Sell 2,320,869 1.78

18.03.2016 5,000 Purchase 2,325,869 1.79

925,869 0.71 31.03.2016 (1,400,000) Sell 925,869 0.71

16 TATA BALANCED FUND

(w.e.f. 04/12/2015) 0 0.00 01.04.2015 - - 0 0.00

08.09.2015 52,000 Purchase 52,000 0.04

18.09.2015 100,000 Purchase 152,000 0.12

25.09.2015 248,000 Purchase 400,000 0.31

30.09.2015 100,000 Purchase 500,000 0.38

20.11.2015 35,000 Purchase 535,000 0.41

04.12.2015 140,000 Purchase 675,000 0.52

25.12.2015 75,000 Purchase 750,000 0.58

750,000 0.58 31.03.2016 - - 750,000 0.58

17 ASHISH DHAWAN 0 0.00 01.04.2015 - - 0 0.00

(w.e.f. 12/02/2016) 15.05.2015 100,000 Purchase 100,000 0.08

30.09.2015 60,000 Purchase 160,000 0.12

22.01.2016 50,000 Purchase 210,000 0.16

29.01.2016 109,988 Purchase 319,988 0.25

05.02.2016 252,595 Purchase 572,583 0.44

12.02.2016 242,405 Purchase 814,988 0.63

19.02.2016 311,918 Purchase 1,126,906 0.87

26.02.2016 234,075 Purchase 1,360,981 1.05

04.03.2016 250,000 Purchase 1,610,981 1.24

1,610,981 1.24 31.03.2016 - - 1,610,981 1.24

18 DB INTERNATIONAL 93,194 0.07 01.04.2015 - - 93,194 0.07

(ASIA) LTD 10.04.2015 568 Purchase 93,762 0.07

(w.e.f. 18/03/2016) 17.04.2015 438 Purchase 94,200 0.07

08.05.2015 174,750 Purchase 268,950 0.21

15.05.2015 20,440 Purchase 289,390 0.22

22.05.2015 334 Purchase 289,724 0.22

29.05.2015 (1,821) Sell 287,903 0.22

05.06.2015 166 Purchase 288,069 0.22

12.06.2015 (2,542) Sell 285,527 0.22

30.06.2015 1,365 Purchase 286,892 0.22

10.07.2015 18,713 Purchase 305,605 0.23

17.07.2015 421 Purchase 306,026 0.24

24.07.2015 113 Purchase 306,139 0.24

31.07.2015 1,193 Purchase 307,332 0.24

14.08.2015 2,783 Purchase 310,115 0.24

21.08.2015 (45) Sell 310,070 0.24

28.08.2015 (6,238) Sell 303,832 0.23

03.09.2015 5,676 Purchase 309,508 0.24

08.09.2015 (2,196) Sell 307,312 0.24

18.09.2015 1,816 Purchase 309,128 0.24

25.09.2015 (7,644) Sell 301,484 0.23

30.09.2015 27 Purchase 301,511 0.23

09.10.2015 (1,313) Sell 300,198 0.23

16.10.2015 839 Purchase 301,037 0.23

23.10.2015 (738) Sell 300,299 0.23

30.10.2015 10,304 Purchase 310,603 0.24

06.11.2015 (1,324) Sell 309,279 0.24

13.11.2015 (3,282) Sell 305,997 0.24

20.11.2015 2,277 Purchase 308,274 0.24

27.11.2015 (9,918) Sell 298,356 0.23

04.12.2015 (5,773) Sell 292,583 0.22

14.01.2016 5,891 Purchase 298,474 0.23

21.01.2016 (18,038) Sell 280,436 0.22

28.01.2016 (82) Sell 280,354 0.22

11.03.2016 450,000 Purchase 730,354 0.56

18.03.2016 100,000 Purchase 830,354 0.64

829,997 0.64 31.03.2016 (357) Sell 829,997 0.64




of the year(31.03.2016)


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Statutory Reports

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment. (` in Crore)

Secured Unsecured Deposits TotalLoans Loans

excludingdeposits

Indebtedness at the beginning of the financial year

i) Principal Amount 1,196.72 2,491.52 - 3,688.24

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 5.86 26.21 - 32.07

Total (i+ii+iii) 1,202.58 2,517.73 - 3,720.31

Change in Indebtedness during the financial year

• Addition 6.77 679.68 - 686.45

• Reduction -341.01 -131.41 - -472.42

Net Change -334.24 548.28 - 214.03

Indebtedness at the end of the financial year

i) Principal Amount 865.03 3,039.46 - 3,904.49

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 3.31 26.54 - 29.85

Total (i+ii+iii) 868.34 3,066.00 - 3,934.34

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)v. Shareholding of Directors and Key Managerial Personnel

Sl. For Each of the Directors and KMP Shareholding at the Cumultive ShareholdingNo. beginning of the year during the year

No. of shares % of total No. of shares % of totalshares of shares of

the company the company1 Mr. Kumar Mangalam Birla, Chairman

At the beginning of the year 4,609 0.00 4,609 0.00At the end of the year 4,609 0.00

2 Mrs. Rajashree Birla, DirectorAt the beginning of the year 127,634 0.10 127,634 0.10At the end of the year 127,634 0.10

3 Ms. Tarjani Vakil, DirectorAt the beginning of the year 177 0.00 177 0.00At the end of the year 177 0.00

4 Mr. G.P. Gupta (Ceased to be a Director w.e.f. 09.11.2015)At the beginning of the year 339 0.00 339 0.00At the end of the year 339 0.00

5 Mr. S C Bhargava, DirectorAt the beginning of the year 233 0.00 233 0.00At the end of the year 233 0.00

6 Mr. Lalit Naik, Managing DirectorAt the beginning of the year 87 0.00 87 0.00At the end of the year 87 0.00

7 Mr. Sushil Agarwal (Ceased to be WTD & CFO fromthe close of business on 30.06.2015)At the beginning of the year 2,667 0.00 2,667 0.0025.08.2015 - Allotment of shares against exerciseof Stock Options 1,010 0.00 3,677 0.0006.01.2016 - do - 6,232 0.00 9,909 0.0114.01.2016 - do - 13,116 0.01 23,025 0.02At the end of the year 23,025 0.02

8 Mrs. Pinky Mehta, Chief Financial Officer (w.e.f. 01.07.2015)At the beginning of the year 1,388 0.00 1,388 0.0025.08.2015 - Allotment of shares against exerciseof Stock Options 590 0.00 1,978 0.00At the end of the year 1,978 0.00

9 Mr. Ashok Malu, Company SecretaryAt the beginning of the year 468 0.00 468 0.00At the end of the year 468 0.00

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Directors’ Report

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (` in Lakh)

Sl Name of MD/WTD/ Gross salary Stock Sweat Commission Others, Total CeilingNo. Manager Option Equity (PF and (A) as per

SAF) the Act*

(a) Salary (b) Value of (c) Profits in -As % of -Others,as per perquisites lieu of salary profit specify

provisions u/s 17(2) undercontained Income-tax section 17(3)in section Act, 1961 Income-tax

17(1) of the Act, 1961Income-tax

Act, 1961

1 Mr. Lalit Naik -

Managing Director 428.80 25.93 - - - - - 26.12 480.85 *

2 Mr. Sushil Agarwal -

Wholetime Director

and CFO

(upto 30.06.2015) 216.96 3.48 - 231.64 - - - 4.97 457.05 *

TOTAL 645.76 29.41 - 231.64 - - - 31.09 937.90 *

* Ceiling as per the Act (being 10% of the net profit as worked out as per Section 198 of the Companies Act, 2013) for FY 2016 is Rs. 5048 Lakhs


B. Remuneration to other Directors: (` in Lakh)

Sl Particulars of Remuneration Total (B) Total OverallNo. = (1+2) Manag- Ceiling

(1) Independent Directors (2) Other Non-Executive Directors erial as per

Name of Directors Fee for Comm- Others, Total Fee for Comm- Others, Total Remun- theattending ission please (1) attending ission please (2) eration Act

Board/ specify Board/ specify ** ***Committee Committee

Meetings Meetings

1 Mr. Kumar Mangalam Birla NA 3.40 261.10 - 264.50 264.50 ** ***

2 Mrs. Rajashree Birla NA 1.70 8.10 - 9.80 9.80 ** ***

3 Mr. Pejavar Murari 4.75 3.25 - 8.00 NA 8.00 ** ***

4 Mr. Baldev Raj Gupta 5.55 3.40 - 8.95 NA 8.95 ** ***

5 Ms. Tarjani Vakil 6.65 3.60 - 10.25 NA 10.25 ** ***

6 Mr. Subhash Chandra Bhargava 5.15 2.40 - 7.55 NA 7.55 ** ***

7 Mr. Gyan Prakash Gupta

(ceased to be a Director

w.e.f. 9 th November, 2015) 2.75 1.30 - 4.05 NA 4.05 ** ***

8 Mr. Tapasendra Chanttopadhyay

(Nominee Director)NA 3.00 1.85 - 4.85 4.85 ** ***

(ceased to be a Director

w.e.f. 7 th April, 2016)

TOTAL 24.85 13.95 - 38.80 8.10 271.05 - 279.15 317.95 ** ***

** Total Managerial Remuneration A + B = Rs. 1256 Lakhs

*** Overall Ceiling as per the Act (being 11% of the net profit as worked out as per Section 198 of the Companies Act, 2013) for FY 2016 is Rs. 5553 Lakhs

CMYK

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VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section Brief Details of Authority Appeal, if anyof the Description Penalty/ [RD/NCLT/ (give details)

Companies Punishment/ COURT]Act Compounding

fees imposed

A. COMPANY

Penalty Nil NA NA NA NA

Punishment Nil NA NA NA NA

Compounding Nil NA NA NA NA

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT






Chairman

(DIN: 00012813)

Mumbai, 11th July, 2016


C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: (` in Lakh)

Sl. Name of Key Managerial Personnel Gross salary Stock Sweat Commission Others TotalNo. other than MD/Manager/ WTD Option Equity (PF and

SAF)

(a) Salary (b) Value (c) Profits - As % - Others,as per of in lieu of of profit specifyprovisions perquisites salarycontained u/s 17(2) underin section Income-tax section17(1) of the Act, 1961 17(3)Income-tax Income-taxAct, 1961 Act, 1961

1 Mrs. Pinky Mehta, Chief Financial Officer

(w.e.f. 01.07.2015) 66.07 11.55 - 8.91 - - - 8.65 95.18

2 Mr. Ashok Malu, Company Secretary 82.91 4.26 - - - - - 8.84 96.01

TOTAL 148.98 15.81 - 8.91 - - - 17.49 191.19

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Directors’ Report

A. CONSERVATION OF ENERGY:(i) The steps taken or impact on

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

Steps taken by various divisions of theCompany towards the direction are asunder:

I. INDIAN RAYON• Installation of Mist type combo

vacuum system for Flash DE aeratorsaving 57,456 Kwh/pa.

• Installation of China Filters in placeof Sand filters saving 36,500 Kwh/pa.

• Energy efficient distribution inCooling Tower Energy efficient Pumpfor Air washer saving 1,26,720Kwh/pa

• Installation of LED tube lightsresulting into saving of 93,440Kwh/pa

• Installation of Single Tank forcondensate for reuse of condensatesaving 26,280 Kwh/pa and 3102.5TPA of steam

• Replacement of conventionalFluorescent Lamps by LED tubes(retrofit) in Cell house Electrolyserssaving 29,200 Kwh/pa

• Replacement of High capacitycentrifugal Pump by Adequatecapacity & Energy efficient saving38,325 Kwh/pa

• Replacement of Inefficient ChilledWater Pump saving 40,734 Kwh/pa

• Replacement of Inefficient ClarifiedBrine Pump saving 40,471 Kwh/pa

• Installation of one No. Boiler FeedPump capacity 130 M3/hr@136 kg/cm2 pressure in CPP-1 Boilers saving10,14,737 Kwh/pa

• Installation of Energy Efficient Motorfor New MCT Fans saving 39,352Kwh/pa

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014]

• Installation of Energy Efficient Motorfor Auxiliary Cooling Tower pumpssaving 33,120 kwh/pa

• Optimisation of instrument aircompressor saving 5,69,400 Kwh/pa

• Reduced power consumption byRemembraning of Gen-II Elect-B(6.0kwh/Ton)

• The energy conservation measurestaken in Rayon Division have resultedin energy saving and consequentdecrease in cost of production

� Number of units saved -23,02,685 Kwh/Annum

� Rupees - 1,26,64,767/-

� As a percentage of total energyconsumed by the Unit - 0.76%

II. FERTILIZERS DIVISIONThe Unit has a strong technical teamto continuously monitor & conserveenergy in the Complex. Performanceevaluations for Turbines,Compressor, Heat Exchangers,Boilers etc. are carried out to ensureoptimum utilization of energy. TheUnit implemented energy savingschemes which are techno –economically viable. Some of theseschemes implemented in FY 2015-16 are:

• Replacement of 2,600 Nos. 50 wattTube lights with 20 Watt LED tubeLight fittings in Plant area.

• Replacement of 1,350 Nos. 50 wattTube lights with 20 Watt tube Lightfittings in Control rooms.

• Replacement of 100 nos. Tube Lightswith 40 Watt LED Light (Flame proof)in Power Plant.

• Replacement of 1,100 Nos. 50 wattTube lights with 20 Watt LED tubeLight fittings in township (Hospital,School, Guest House).

• Replacement of 80 Nos. 50 watt Tubelights with 12 watt LED light intownship (Hospital, School, Guest

House).

ANNEXURE - V

CMYK

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Statutory Reports

• Replacement of 130 Nos. 60 watt

lights with 18 Watt LED tube Light

fittings in township (Hospital, School,

Guest House).

• Replacement of 1,145 Nos. 20 watt

ceiling lights with 5 Watt LED tube

Light fittings in staircases of township

(Hospital, School, Guest House).

• Replacement of 24 nos. 200 watt

under water light fittings in Township

Central Park Fountain with 6 nos. 60

watt LED light.

• The impact of above Energy savings

scheme will be as below:

� Number of units saved –1509

MKCL

� Rupees - 51,33,021/-

� As a percentage of total energy

consumed by the Unit - 0.02%

III. INSULATOR DIVISION

a. HALOL

• Installation of recuperators in two

shuttle Kilns resulting in annual

saving of 6.99% in fuel consumption

for these Kilns.

• Modification of Kiln: 7 car structures

resulted in reduction in Specific Fuel

consumption by 3.60%.

• Installation of recuperators in five

thermopaks resulting in annual

saving of 3.40% in fuel consumption

for these recuperators.

• The Fuel energy saved in terms of:–

� Number of units saved –

262630.30 SCM/Annum

� Rupees - 78.69 lacs per annum

(@ Rs. 30/ SCM)


saving by the Unit- 3.25%

b. RISHRA

• Elimination of idle operation in

machines.

• Replacement of conventional lights

by Led lights.

• Speed control in 2 Ball mills and

1 Pug mill by installing VFD.

� Number of units saved: 93,776

Kwh

� Rupees - 6,93,945/-


consumed by the Unit: 0.0025%

IV. JAYASHREE TEXTILES

· • Installation of Heat Pumps is in

progress, which shall result into

saving upto ` 25.92 lakhs.

• Usage of Heat Recovery effluent

drain of fibre dye house saving upto

Rs. 5.80 lakhs.

• Replacement of existing motors to IE-

3 Motors for conversion of low

efficiency to high efficiency is in

progress, saving upto ` 4.92 Lakhs.

(ii) The steps taken by the Company forutilizing alternate sources of energy

RAYON DIVISION

Installation of Solar Power system

Saving~ 50 Kwh

(iii) The capital investment on energyconservation equipments

I. RAYON DIVISION

An amount of ` 446.21 lakhs was

invested invarious projects

undertaken by the Company during

the year.

II. INSULATORS DIVISION-HALOL

a) Capital investment on waste

heat recovery system was

` 89.00 Lakhs

b) Cost of Kiln car design

conversion to increase kiln

loading ` 143 Lakhs.

III. JAYASHREE TEXTILES DIVISION

a) Installation of new system (in

progress) involving capital

investment of ` 71 Lakhs

resulting into saving of ` 25.92

Lakhs

b) Heat recovery system from drain

water of fibre dye house

involving capital investment of

` 15 lakhs resulting into saving

of ` 5.80 Lakhs

c) Replacement of motor for

conversion of low efficiency to

high efficiency (in progress)

involving capital investment of

` 8.35 Lakhs resulting into

saving of ` 4.92 Lakhs

CMYK

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Directors’ Report

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technologyabsorption

I. RAYON DIVISION

• An In-house development of the spool

technology Spinning machine was

undertaken which resulted in capital

expenditure for six new machines.

• Joint projects with Aditya Birla Science &

Technology Company Limited were

carried out for improving yarn quality after

treatment of the same.

• Various other initiatives were taken viz.

a. Successful establishment of 2nd

Beam sizing at Surat unit

b. Establishment of linear speed SSM

(Safe Speed Monitoring module)

making winding machine in textile

department for uniform winding

tension and pressure.

c. Slub Catcher in Spool Spun Yarn

Technology Spinning Machine to

arrest defects

d. Invertor in coning machine to reduce

rejection.

e. Automation in cake handling.

• Development of new shades for

customers in premium segment.

• Joint projects with customers carried

out for Core Spun Yarn operational

efficiency improvement.

• Outsource coning activities relocated

at one place near customer location

to reduce cost.

II. FERTILIZERS 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 productivity and

reduction in overall energy consumption.

• We are working with technology suppliers

and technological institutes etc. for

exploring the possibility of further

reduction in specific energy consumption.

This would lead to reduction in Co2 gas

emissions, a greenhouse gas, thus

abating global warming.

• Technology for the manufacture of

specialty fertilizer such as Bentonite

Sulphur, Water Soluble Fertilizer and Soil

adjuvant such as Zyme has been

developed & commercial production

commenced.

• We are also working on seeding CF

products for Bengal, Punjab and Haryana

from Jagdishpur in UP. Soil analysis and

formulation development work has been

initiated for Bengal and Bihar. Various

formulation studies are currently in

progress in the above states by their

respective state agricultural department.

III. INSULATOR DIVISION

a)HALOL

• Commissioned new technology

Combination dryer with Humidity &

Temperature controls eliminating two

stage drying System to a single system.

• Provision of Supervisory control and data

acquisition (SCADA) System in Blank

conditioning process (Electrical Drying-

ED) with total computer based system, for

reliability and elimination of Human errors.

• Commission of continual Glaze slurry

purification System in Glazing Production

line to improve the quality of the products.

• Installation of waste heat recovery system

in kiln K-3, K-6 and Thermopacks.

• New products for high end segments –

400 kv and 765 kv hollow insulators have

been developed for Alstom, ABB and 550

kv Hollow for Siemens have been

developed, 132 kv to 245 kv hollow for

Trench Canada insulators developed to

meet new requirements for Circuit

breakers, CT and CVT.

• Shop floor environment controlling System

in Slip House to reduce the impact of

seasonal changes on the Ceramic body

properties thereby improving the

consistency in the Process & Products

• LED lamps to replace the conventional

lamps

• Conversion of 30 cars of K#7 to open type

structure to enhance increasing the

Loading volume in Kiln and creating

flexibility for different product mix loading.

CMYK

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Statutory Reports

• Automation of Kiln- 2, Kiln- 3 and Kiln- 6

and installation of waste heat recovery

system in Kiln- 8.

b)RISHRA

• LAPP USA product development

• 210 KN, 420 KN HVDC Insulator

Developments

• 210 KN, with new design (TRISHUL)

ii. The benefits derived like productimprovement, cost reduction, productdevelopment or import substitution

I. RAYON DIVISION

• Quality improvement in existing range;

• Development of new market segments;

• Improvement in processes,

• Higher productivity and cost control;

• Increase in customer base and yield;

• Improvement in energy consumption and

energy efficiency ;

• Reduction in input material consumption.

II. FERTILIZERS DIVISION

• In the year 2015-16, the Unit produced

12.08 Lakhs MT of value added product

“Neem Coated Urea” for the farmers

under the brand name “KRISHIDEV”. The

process patent has been obtained for the

in-house developed technology. In a very

short time, the Unit has established a

leadership position in the field of Neem

coated Urea and it has become the

preferred choice by the farmer. The

Ministry of Fertilisers has allowed the

100% production as Neem Coated Urea.

• Customized Fertilizer after the initial

gestation period has become the

preferred choice of the fertilizer. The

farmers have experienced 12-15%

enhanced crop yield for Wheat and

Paddy and >20% yield for potato and

sugarcane. Thus the foundation for a new

concept and a strong product line has

been established. This will give increasing

commercial benefits in near future. In the

year 2015-16, the Unit achieved

production of 0.27 Lakhs MT.

III. INSULATOR DIVISION-HALOL

a. The Fuel energy saved in terms of:–

Number of units saved – 262630.30 SCM/

Annum Rupees- 78.69 lacs per annum

(@ Rs. 30/ SCM)

b. As a percentage of total energy saving

by the Unit- 3.25 %

IV. INSULATOR DIVISION-RISHRA

• Reduction of curing time from 5 days to 1

day.

• Improved Productivity.

• Creation of new markets and new

business opportunities.

iii. In case of imported technology (importedduring the last three years reckoned fromthe beginning of the financial year) –

a) Details of Technology imported : Nano

filtration – Caustic recycling, USA -2015-

2016

b) The year of import : 2015-16

c) Whether the technology has been fully

absorbed : Yes

d) If not fully absorbed, areas where

absorption has not taken place, and the

reasons thereof : N.A.

iv. Expenditure incurred on Research &Development (R&D)

The Company spent ` 2.17 crores for

Research & Development work during the

year, which was approximately 0.04% of the

total revenue.

C. FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on foreign exchange earnings

and outgo is contained in Notes to accounts

as Note Nos. 27, 28 and 29.



Chairman

(DIN: 00012813)

Mumbai, 11th July, 2016

CMYK

107


Directors’ Report

1. A brief outline of the Company’s CSR policy, : To actively contribute to the social and economicincluding overview of projects or programs development of the communities in which weproposed to be undertaken and a reference operate. In so doing build a better, sustainable wayto the web link to the CSR policy and projects of life for the weaker sections of society, toor programs contribute effectively towards inclusive growth and

raise the country’s human development index.

Our projects focus on – education, healthcare,sustainable livelihood, infrastructure developmentand social reform, epitomizing a holistic approachto inclusive growth.

The Company’s CSR Policy can be accessed on:http://www.adityabirlanuvo.com/pdf/CSR%20Policy.pdf

2. Composition of the CSR Committee : Mrs. Rajashree Birla, Chairperson

Ms. Tarjani Vakil, Member

Mr. Lalit Naik, Member

Dr. (Mrs.) Pragnya Ram- Group Executive President –Corporate Communications and CSR as a PermanentInvitee

3. Average net profit of the company for last : ` 350.32 Crore*three financial years*

4. Prescribed CSR Expenditure (two percent : ` 7.01 Croreof the amount as in Item 3 above)

5. Details of CSR spent during the financial year:

a. Total amount to be spent for the financial year : ` 7.01 Crore(against this, the CSR Spending for FY 2015-16was ` 7.40 Crore)

b. Amount unspent, if any : NIL

c. Manner in which the amount spent during the : Details given belowfinancial year April 2015 – March 2016

Annual Report on CSR Activities for the Financial Year 2015-16

* Exluding profits of erstwhile Madura Fashion & Lifestyle Division of the Company which has since been demerged into

Aditya Birla Fashion & Retail Limited w.e.f 1st April, 2015 (being the Appointed Date) pursuant to the Composite

Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956.

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. CSR Projects or Activity Sector in Project or Programs Amount Amount Cumulative AmountNo identified which 1) Local Area or others Outlay Spent on Expenditure Spent:

project is 2) Specify the State (Budget) the Project up to Direct orcovered and District where the Project or or Programs reporting through

Projects or Program Subheads: period implement-programs are wise (1) Direct (` in Lakh) ationundertaken (` in Lakh) expenditure agency*

on project/programs(2) Overheads(` in Lakh)

I 1. Preschool Education Education Veraval, Dist. Gir 1.24 0.68 183.95 All expensesProject Somnath, Gujarat; incurred

Balwadies/play schools/ Jagdishpur, Amethi directly bycrèches; Strengthening Dist., UP; Rishra, companyAnganwadis North 24, Parganas, WB,

Hooghly District

2. School Education Program Jamo, Jagdishpur, 99.93 118.13Enrolment awareness Shukul Bazar, Singhpur,programmes/events; Tiloi of Amethi District,Formal schools; Education UP; KGBV Schools,

(` in Lakh)

ANNEXURE - VI

CMYK

108


Statutory Reports

(1) (2) (3) (4) (5) (6) (7) (8)





Material(Study materials, Krishanagiri Dist:,Uniform, Books etc.); Tamil Nadu; Veraval CityScholarship (Merit and Dist. Gir Somnath,Need based assistance) Gujarat; Rishra,School competitions/ Best Barasat, 24 Parganas,teacher award; Cultural WB; Halol, Gujarat,events Quality of Education Hooghly District(support teachers, Improveeducation methods);Specialised Coaching;Exposure visits/awarenessFormal schools inside campus(Company Schools) Supportto Midday Meal Project

3. Education support Jamo, Jagdishpur, 5.05 4.75programs: Shukul Bazar, Singhpur,

Knowledge Centre/Library; Tiloi of Amethi District,Adult/Non Formal UP; KGBV schools,Education; Celebration of KrishanagiriNational days; Computer Dist: Tamil Nadu;education; Reducing drop Veraval City,out and Continuing Dist. Gir Somnath,Education; Kastuba Gujarat; Rishra,Gandhi Balika Vidyalaya; Barasat, 24 Parganas,Career counselling WB;

4. Vocational and Rishra & Barasat, West 51.18 57.82Technical Education: Bengal; Jagdishpur,

Strengthening ITI’s; Skill Amethi Dist, UP;Based Individual training Veraval, Gir Somnath,Programmes Gujarat;

5. School Infrastructure: KGBV Schools, 17.76 2.57New School Building Veraval, Gir Somnath,Construction; Renovation Gujarat; Jagdishpur,and Maintenance of School Amethi Dist, UP; Halol,buildings; School Sanitation Gujarat& drinking Water; SchoolFurniture & Fixtures.

II. 1. Preventive Health Care: Health Jamo, Jagdishpur, 11.45 7.70 416.73 All expensesImmunization; Pulse Polio Shukul Bazar, Singhpur, incurredProgramme; Health Check up Tiloi of Amethi District, directly bycamps; Mobile Dispensary; UP; KGBV Schools, companyMalaria/Diarrhoea Control Krishanagiri,Program; School Health Dist, Tamil Nadu;Checkups; Yoga and fitness Veraval City, Dist. Girclasses Somnath, Gujarat;

Rishra, Barasat,24 Parganas,West Bengal

2. Curative Health Care Jagdishpur, Amethi 118.91 133.90program: District, UP; Veraval,

Hospitals/ Dispensaries/ Dist. Gir Somnath,Clinics; General Health Check Gujarat; Rishra,up camps; Specialised Health Barasat,24 Parganas,Camps; Eye Camps; Surgical WBCamps; Tuberculosis, Skincare and Leprosy carecentre

3. Reproductive and Child Veraval, Dist. Gir 0.81 0.68Health: Somnath, Gujarat;

Mother and Child Care; Jagdishpur, Amethi.Adolescent Health Care;

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(1) (2) (3) (4) (5) (6) (7) (8)





Infant and Child Health;Support to Family Planningprogrammes; NutritionalProgrammes for motherand Child

4. Quality / Support Jagdishpur, Amethi 3.06 2.45Program: District, UP; Veraval,

Referral services; Treatment Dist. Gir Somnath,of BPL, Old age and Needy Gujarat; Rishra, Barasat,patients; HIV-AIDS 24 Parganas, WB,Awareness; RTI/STD Hooghly Dist.Awareness; Support todifferently abled; AmbulanceServices; Blood Donations /Grouping

5. Health Infrastructure: Jagdishpur, Amethi 50.63 58.46Renovation of Health centres; District, UP; Veraval,Village / Community Dist. Gir Somnath,Sanitations; Individual Toilets; Gujarat; Rishra,Repair and installation of new Barasat,24 Parganas,drinking water sources; WB;Water purifications.

6. Support for Hospital at Veraval City, Gir 245.00 213.53Veraval Somnath, Gujarat

III. 1. Agriculture and Farm Environ- Jamo, Jagdishpur, 9.50 6.90 56.63 All expensesBased: ment Shukul Bazar, incurred

Agriculture and Horticulture and Singhpur, Tiloi of directly bytrainings; Transfer of Livelihood Amethi District, UP; companytechnology; Support to Veraval Block Dist. GirDemonstration Plots; Somnath, Gujarat.Agricultural implementsand inputs; Exposure Visits;Integrated Agriculture /Horticulture programmes;Soil Health and Organicfarming.

2. Animal Husbandry: Jamo, Jagdishpur, 16.49 3.04Animal Vaccination and Shukul Bazar, Singhpur,Treatment; Breed Tiloi of Amethiimprovement; Milk District, UP; Veravalproductivity improvement Block, Dist. Girprogrammes and Trainings Somnath, Gujarat

3. Non-farm & Skills Based Jamo, Jagdishpur, 66.01 42.73Income generation Shukul Bazar, Singhpur,Program: Tiloi of Amethi District,

Capacity Building UP; Veraval BlockProgrammes; Rural enterprise Gir Somnath,Development and Income Gujarat; Rishra,Generation programme (IGP) Barasat, 24 Parganas,support; Support to SHGs WBfor IGP

4. Natural Resource Jamo, Jagdishpur, 5.48 3.97conservation programs & Shukul Bazar, Singhpur,Non-conventional Energy: Tiloi of Amethi District,

Bio gas support Programme; UP; Veraval Block,Solar Energy Support; Other Dist. Gir Somnath,energy efficient supports; Gujarat, WB,Plantations; Soil Conservation; Hooghly Dist.Land development; WaterConservation and harvestingstructures; Development ofCommon pasture land, ParkDevelopment;

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(1) (2) (3) (4) (5) (6) (7) (8)





IV. Rural Infrastructure Rural Jagdishpur, Jamo, 35.97 19.53 19.53 All expensesdevelopment: Develop- Amethi Dist, UP; incurredConstruction and Repair ment Rishra and Barasat, directly byof Health Education/ projects 24 Parganas, companylivelihood projects: West Bengal; Veraval

Block, Gir SomnathDist, Gujarat

V. 1. Institutional building & Social Jamo, Jagdishpur, 10.61 4.37 28.75 All expensesstrengthening: Empower- Shukul Bazar, Singhpur, incurred

Strengthening and Formation ment Tiloi of Amethi District, directly byof Community Based UP; Veraval Block, companyOrganisations/ SHGs Dist. Gir Somnath,

Gujarat; Rishra, Barasat,24 Parganas, WB

2. Awareness programmes: Veraval City, Dist. Gir 0.46 0.74Community Awareness Somnath, Gujarat;programmes/ Campaign Rishra, Barasat,against social abuse, early 24 Parganas, Westmarriages, HIV prevention etc. BENGAL;

3. Social Events to Jamo, Jagdishpur, 3.95 12.57minimise causes of Shukul Bazar, Singhpur,poverty: Tiloi of Amethi District,

Support to mass marriages, UP; KGBV Schools,widow remarriages; National Veraval City Dist. Girdays celebrations; Support Somnath, Gujarat;with basic amenities; Rishra, Barasat,

24 Parganas, WB;Halol, Gujarat

4. Promotion of heritage/ Veraval City, Dist. Gir 0.64 0.98culture/Sports: Somnath, Gujarat;

Support to rural culturalprogrammes, Festivals &Melas.

5. Disaster Relief Programs: Jamo, Jagdishpur, 11.80 10.09Distribution of relief material to Shukul Bazar, Singhpur,the victims of earthquake & Tiloi of Amethi District,flood etc. UP; Veraval City,

Dist. Gir Somnath,Gujarat; Rishra,Barasat, 24 Parganas,WB;

Overheads 10.94 34.41 34.41 All expensesincurreddirectly bycompany

Grand Total (` in Lakhs) 776.87 740.00 740.00

6. REASON FOR NOT SPENDING TWO PERCENT OF THE AVERAGE NET PROFIT OF THE LAST THREEFINANCIAL YEARS ON CSR:NOT APPLICABLE

7. RESPONSIBILITY STATEMENTThe Responsibility Statement of the Corporate Social Responsibility Committee of the Board of Directors of the Company isreproduced below:

‘The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Lalit Naik Rajashree BirlaManaging Director Chairperson, CSR Committee(DIN: 02943588) (DIN: 00022995)11th July, 2016

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Directors’ Report

At the Aditya Birla Group, we expect our executive

team to foster a culture of growth and

entrepreneurial risk-taking. Our Executive

Remuneration Philosophy/Policy supports the

design of programs that align executive rewards –

including incentive programs, retirement benefit

programs, promotion and advancement

opportunities – with the long-term success of our

stakeholders.

Our business and organizational model

Our Group is a conglomerate and organized in a

manner such that there is sharing of resources and

infrastructure. This results in uniformity of business

processes and systems thereby promoting

synergies and exemplary customer experiences.

I. Objectives of the Executive RemunerationProgram

Our executive remuneration program is

designed to attract, retain, and reward

talented executives who will contribute to our

long-term success and thereby build value for

our shareholders.

Our executive remuneration program is

intended to:

1. Provide for monetary and non-monetary

remuneration elements to our executives

on a holistic basis

2. Emphasize “Pay for Performance” by

aligning incentives with business

strategies to reward executives who

achieve or exceed Group, business and

individual goals.

II. Executives

Our Executive Remuneration Philosophy/

Policy applies to the following:

1. Directors of the Company

2. Key Managerial Personnel: Chief

Executive Officer and equivalent (e.g.:

Deputy Managing Director), Chief

Financial Officer and Company Secretary.

3. Senior Management

III. Business and Talent CompetitorsWe benchmark our executive pay practices

and levels against peer companies in similar

industries, geographies and of similar size. In

addition, we look at secondary reference

(internal and external) benchmarks in order

to ensure that pay policies and levels across

the Group are broadly equitable and support

the Group’s global mobility objectives for

executive talent. Secondary reference points

bring to the table, the executive pay practices

and pay levels in other markets and industries,

to appreciate the differences in levels and

medium of pay and build in as appropriate

for decision making.

IV. Executive Pay PositioningWe aim to provide competitive remuneration

opportunities to our executives by positioning

target total remuneration (including perks

and benefits, annual incentive pay-outs,

long term incentive pay-outs at target

performance) and target total cash

compensation (including annual incentive

pay-outs) at target performance directionally

between median and top quartile of the

primary talent market. We recognize the size

and scope of the role and the market

standing, skills and experience of incumbents

while positioning our executives.

We use secondary market data only as a

reference point for determining the types

and amount of remuneration while principally

believing that target total remuneration

packages should reflect the typical cost

of comparable executive talent available in

the sector.

V. Executive Pay-MixOur executive pay-mix aims to strike the

appropriate balance between key

components: (i) Fixed Cash compensation

(Basic Salary + Allowances) (ii) Annual

Incentive Plan (iii) Long-Term Incentives (iv)

Perks and Benefits

Annual Incentive Plan:We tie annual incentive plan pay-outs of our

executives to relevant financial and

operational metrics achievement and their

individual performance. We annually align the

financial and operational metrics with

priorities/ focus areas for the business.

Aditya Birla Group: Executive Remuneration Philosophy/Policy

Aditya Birla Nuvo Limited, an Aditya Birla Group Company, has adopted the Executive Remuneration

Phiosophy/Policy as applicable across Group Companies. This Philosophy/Policy is detailed below.

ANNEXURE - VII

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Statutory Reports

Long-Term Incentive:Our Long-term incentive plans incentivize

stretch performance, link executive

remuneration to sustained long term growth

and act as a retention and reward tool.

We use stock options as the primary long-term

incentive vehicles for our executives as we

believe that they best align executive

incentives with stockholder interests.

We grant restricted stock units as a secondary

long term incentive vehicles, to motivate and

retain our executives.

VI. Performance Goal SettingWe aim to ensure that for both annual incentive

plans and long term incentive plans, the target

performance goals shall be achievable and

realistic.

Threshold performance (the point at which

incentive plans are paid out at their minimum,

but non-zero, level) shall reflect a base-line

level of performance, reflecting an estimated

90% probability of achievement.

Target performance is the expected level of

performance at the beginning of the

performance cycle, taking into account all

known relevant facts likely to impact measured

performance.

Maximum performance (the point at which the

maximum plan payout is made) shall be based

on an exceptional level of achievement,

reflecting no more than an estimated 10%

probability of achievement.

VII. Executive Benefits and PerquisitesOur executives are eligible to participate in

our broad-based retirement, health and

welfare, and other employee benefit plans. In

addition to these broad-based plans, they are

eligible for perquisites and benefits plans

commensurate with their roles. These benefits

are designed to encourage long-term careers

with the Group.

Other Remuneration ElementsEach of our executives is subject to an

employment agreement. Each such

agreement generally provides for a total

remuneration package for our executives

including continuity of service across the

Group Companies.

We limit other remuneration elements, for e.g.

Change in Control (CIC) agreements,

severance agreements, to instances of

compelling business need or competitive

rationale and generally do not provide for any

tax gross-ups for our executives.

Risk and ComplianceWe aim to ensure that the Group’s

remuneration programs do not encourage

excessive risk taking. We review our

remuneration programs for factors such as,

remuneration mix overly weighted towards

annual incentives, uncapped pay-outs,

unreasonable goals or thresholds, steep pay-

out cliffs at certain performance levels that

may encourage short-term decisions to meet

pay-out thresholds.

Claw back Clause:In an incident of restatement of financial

statements, due to fraud or non-compliance

with any requirement of the Companies Act

2013 and the rules made thereafter, we shall

recover from our executives, the remuneration

received in excess, of what would be payable

to him/her as per restatement of financial

statements, pertaining to the relevant

performance year.

ImplementationThe Group and Business Centre of Expertise

teams will assist the Nomination &

Remuneration Committee in adopting,

interpreting and implementing the Executive

Remuneration Philosophy/Policy. These

services will be established through “arm’s

length”, agreements entered into as needs

arise in the normal course of business.

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Directors’ Report

To,

The MembersAditya Birla Nuvo LimitedIndian Rayon Compound,Veraval – 362266, Gujarat

We have conducted the Secretarial Audit of thecompliance of applicable statutory provisions and theadherence to corporate practices by Aditya Birla NuvoLimited (hereinafter called ‘the Company’) for the auditperiod covering the financial year ended on 31st March,2016. Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating thecorporate conducts / statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books,papers, minute books, forms and returns filed and otherrecords maintained by the Company and also theinformation provided by the Company, its officers, agentsand authorized representatives during the conduct ofSecretarial Audit and subject to our separate letterattached as Annexure I; we hereby report that in ouropinion, the Company has, during the audit periodgenerally complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance mechanism in place to theextent, in the manner and subject to the reporting madehereinafter.

We have examined the books, papers, minute books,forms and returns filed and other records maintainedby the Company for the financial year ended on31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the Rulesmade thereunder and the Companies Act, 1956(to the extent applicable to the Company);

(ii) The Securities Contracts (Regulation) Act, 1956(SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulationsand Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and therules and regulations made thereunder to the extentof Foreign Direct Investment, Overseas DirectInvestment and External Commercial borrowings;

(v) The following Regulations and Guidelinesprescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’) :

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,2015;

Form No. MR-3

SECRETARIAL AUDIT REPORTFor the financial year ended 31st March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(c) The Securities and Exchange Board of India(Share Based Employee Benefits)Regulations, 2014;

(d) The Securities and Exchange Board of India(Issue and Listing of Debt Securities)Regulations, 2008;

(e) The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client;

(f) The Securities and Exchange Board of India(Listing Obligations and DisclosureRequirements) Regulations, 2015.

We have also examined compliance with the applicableclauses of the following:

(i) Secretarial Standards issued by the Institute ofCompany Secretaries of India related to meetingsand minutes;

(ii) Listing Agreements entered into by the Companywith the Stock Exchanges.

During the period under review, the Company hasgenerally complied with the provisions of the Act, Rules,Regulations, Guidelines, etc. mentioned above.

During the period under review, provisions of thefollowing Act / Regulations were not applicable to theCompany:

(a) The Securities and Exchange Board of India (Issueof Capital and Disclosure Requirements)Regulations, 2009;

(b) The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009;

(c) The Securities and Exchange Board of India(Buyback of Securities) Regulation, 1998.

We further report that -The Board of Directors of the Company is dulyconstituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors.The changes in the composition of the Board ofDirectors that took place during the period under reviewwere carried out in compliance with the provisions ofthe Act.

Proper notice is given to all Directors to schedule theBoard meetings in compliance with the provisions ofSection 173(3) of the Companies Act, 2013, agendaand detailed notes on agenda were generally sent atleast seven days in advance and a system exists forseeking and obtaining further information andclarifications on the agenda items before the meetingand for meaningful participation at the meeting.

ANNEXURE - VIII

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Statutory Reports

To,

The Members,

Aditya Birla Nuvo Limited

Our secretarial audit report of even date is to be read

along with this letter.

1. Maintenance of Secretarial records and

compliance of the provisions of corporate and

other applicable laws, rules, regulations,

standards are the responsibility of the

management of the Company. Our responsibility

is to express an opinion on these secretarial

records and compliance based on our audit.

2. We have followed the audit practices and

processes as were appropriate to obtain

reasonable assurance about the correctness of

the contents of the Secretarial Records. The

verification was done on the test basis to ensure

Annexure I to the Secretarial Audit Report for the financial year ended 31st March, 2016

that correct facts are reflected in secretarial

records. We believe that the processes and

practices, we followed provide a reasonable basis

for our opinion.

3. We have not verified the correctness and

appropriateness of financial records and Books of

Accounts of the Company.

4. Wherever required, we have obtained the

management representation about the compliance

of laws, rules and regulations and happening of

events etc.

For BNP & Associates

Company Secretaries

B. Narasimhan

Place: Mumbai Partner

Date: 20th May, 2016 FCS 1303 / CP No.10440

Decisions at the meetings of the Board of Directors ofthe Company were carried through on the basis ofmajority. There were no dissenting views by anymember of the Board of Directors during the periodunder review.

We further report that–There are adequate systems and processes in theCompany commensurate with the size and operationsof the Company to monitor and ensure compliance withapplicable laws, rules, regulations and guidelines.

We further report that during the audit period, theCompany has:

(a) Entered into a definitive Joint Venture agreementon 3rd June, 2015 with MMI Holdings Ltd., a leadingSouth African Insurance based financial servicesgroup and incorporated a subsidiary in the nameof ‘ADITYA BIRLA HEALTH INSURANCE CO.LIMITED’ on 22nd April, 2015

(b) Received an in-principle approval to set up apayment bank from the Reserve Bank of India videits letter issued on 7 th September, 2015 andincorporated a subsidiary in the name of ‘ADITYABIRLA IDEA PAYMENTS BANK LIMITED’ on19th February, 2016 for the purpose of carrying onthe business of Payment Bank;

(c) Entered into a definitive Share Subscription andShareholders Agreement (SSA) on 6th October,2015 with AEIF Mauritius SPV 1 Limited, an AbraajGroup Company to build a renewable energyplatform focused on developing utility-scale solarpower plants in India and incorporated a subsidiaryin the name of ‘ADITYA BIRLA RENEWABLESLIMITED’ on 7th August, 2015;

(d) Effected a Composite Scheme of Arrangement byway of a demerger of its Madura Undertaking andMGL Retail Undertaking pertaining to MaduraGarments Lifestyle Retail Company Limited(Collectively referred as ‘the DemergedUndertakings’) and vesting the same into Aditya

Birla Fashion & Retail Limited`, formerly known asPantaloons Fashion & Retail Limited (‘ResultingCompany’) as approved by the Hon’ble High Courtof Gujarat, Ahmedabad vide its order issued on23rd October, 2015;

(e) Consequent to the aforesaid Composite Schemeof Arrangement, has on 31st March, 2016 grantedadditional 48,777 Stock Options and 26,551Restricted Stock Units under Employees StockOptions Scheme - 2013 to the concerned granteesand has re-priced the exercise price under varioustranches as detailed below:

(i) Tranche I : ` 694.30 per option as against` 1239.80 per option

(ii) Tranche II : ` 590.15 per option as against` 1053.85 per option

(iii) Tranche III : ` 967.10 per option as against` 1726.95 per option

(f) Executed a Share Sale and Purchase Agreementon 2nd December, 2015 pursuant to which Sun LifeAssurance Company of Canada has agreed topurchase additional 23% stake in Birla Sun LifeInsurance Company Limited from the Company;

(g) Obtained an approval from the Hon’ble High Courtof Gujarat at Ahmedabad vide its order issued on29th February, 2016 with respect to a Scheme ofAmalgamation of ABNL IT & ITES Limited, AdityaBirla Minacs BPO Private Limited and IndigoldTrade and Services Limited, subsidiaries of theCompany, with the Company;

For BNP & AssociatesCompany Secretaries

B. NarasimhanPlace: Mumbai PartnerDate: 20th May, 2016 FCS 1303 / CP No.10440

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Sustainability and Business Responsibility Report

Sustainability at the Aditya Birla Group:

At the Aditya Birla Group, we endeavor to become

the leading Indian conglomerate for sustainable

business practices across our global operations by

2017.

To achieve this vision, we are innovating from the

traditional sustainability models to one consistent

with our vision to build sustainable businesses

capable of operating in the world we hope to see

emerge in 2030 and 2050. It is in our own interests,

to contribute to mitigate our impact in every way

we can, and also prepare for further mitigation and

potential adaption to planetary changes as we go

forward.

We began our quest with a question, “If everyone

and every business followed the law as written

today, is the planet sustainable?” We quickly

concluded that around the year 2050, when the

Earth’s population reaches an estimated 9 billion,

climate change, water scarcity, stress plus pollution

and an overload of waste, if left unchecked, would

set the planet on a possibly irreversible course to

un-sustainability. It is therefore intuitive that laws

be tightened over time and imperative that the

Aditya Birla Group remain ahead of the curve.

Our first step has been to set up a sustainability

programme in our current operations, under the

heading “Responsible Stewardship”. By doing so,

we try to move from merely following local laws to

aligning ourselves voluntarily with the international

standards set by the global bodies of the

International Finance Corporation (IFC), the

Organisation for Economic Cooperation and

Development (OECD), the International Standards

Organisation (ISO), Occupational Health and Safety

Advisory Services (OHSAS), the Global Reporting

Initiative (GRI) and others. We are working hard to

develop and improve our management systems and

their performance by making sure that they conform

to the Aditya Birla Group’s Sustainability Framework

of Policies, Technical Standards, and Guidance

Notes by giving our employees the chance to train,

learn, understand, and apply improvement

techniques to reach higher standards of

performance. So far, we have had much success

with respect to reductions in energy use, water use,

and improvements in safety performance. We are

working towards achieving the World Business

Council for Sustainable Development’s Water and

Sanitation and Hygiene pledge (WASH) to ensure

that we provide safe drinking water, sanitation and

hygiene in all our operations. Each of these

achievements helps reduce and mitigate our impact

on the planet and are hence imperative to building

a platform for the future.

However, if we are to create sustainable business

models and systems, “Responsible Stewardship”

by itself is not enough and we need other

components to help us with a greater

transformation. We need to understand how many

laws will need to change in order to support a

sustainable world. Our performance will need to

be improved further to meet these laws, possibly

by redesigning our business models. We call this

“Future Proofing” our businesses. This has two

components; the first, we call “Strategic Stakeholder

Engagement” which involves scanning the time

horizon for disruptions by discussing the global

megatrends with experts in the fields of climate,

water, human rights, supply chain management,

biodiversity transparency and reporting, in order

to understand what constraints might be placed

on our businesses by 2030 and 2050. By doing so,

we are able to build our capability to understand

which external changes might heavily influence our

value chains and business models in the future and

what might be expected of our products and

brands. For example, the world will need

businesses that are able to mitigate and adapt to

climate change, with robust and sustainable supply

chains that are also impervious to all external forces

that will inevitably begin to affect us in the future.

The second part of our “Future Proofing”

programme is to test our current business models

and strategies against various scenarios designed

to simulate what the world will potentially look like

in 2030 and 2050. Building sustainable businesses

will take time, particularly when we consider some


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Statutory Reports

of our complex supply chains. By pushing to be

the leader today, we are giving ourselves the best

possibility of achieving long-term success.

We believe that natural resources are already

feeling the strain. Pollution, biodiversity loss,

growing levels of water stress and the need to

manage the growth of electricity production

decoupled from a country’s carbon footprint will be

the important focus areas for the future. This makes

sustainable development an important element of

business strategy.

Aditya Birla Nuvo is committed to align its business

strategy with the Aditya Birla Group’s sustainability

vision.

All across the businesses we are following building

integrated management systems and designed to

meet the Aditya Birla Group’s Sustainability

Framework of policies and standards and using our

IT software ENABLON to collect and monitor our

key performance indicators and manage our

sustainability programme.

Our businesses have formed sustainability

committees both at the unit level and at the

corporate level. Each committee is responsible for

reviewing the sustainability performance, driving

implementation of sustainability agenda across

business functions and verticals, target setting,

reviewing identified key risks and other climate

change related issues and recommending action

plans.

One of the key campaigns of the company is to

raise our safety standards. Safety is accorded a

high priority by our leadership teams and their focus

on safety is evident through our various safety

activities and a drive to align and certify to

internationals standards.

Improving Energy, Waste and Water management

is another priority and investments in variable

frequency motor drives and improved water

treatment and zero liquid discharge at Indo Gulf

Fertilizers (IGF), sludge reuse at our Insulator plant,

and 170 solar panels giving a capacity of 5MW at

Indian Rayon have all produced cost effective

results.

At your IGF business, we have commissioned a

major energy saving project that has resulted in

the reduction of Co2 emission by 30,000 tonnes of

Co2 annually. Many of our energy saving projects

have been registered with UNFCCC.

An example of one initiative taken by IGF has been

the Rs 1.25 million investment in the conversion of

ordinary street lights to Light Emitting Diode (LED)

lights in our township and factory locations. By 2017-

18, IGF plans to convert all their lighting to LED.

Introducingimprovements to our wastewater

treatment and aquifer recharge at IGF has resulted

in a 60% improvement in specific water

consumption versus the industry norm.

ABI Halol has become a zero water discharge unit

and now recycles at liquids within the plant. The

sludge generated from effluent treatment is

recycled back into the production plant.

At Indian Rayon, the focus has been on developing

cleaner production activities. Briquette powder

formed from process sludge, cellulose waste,

charcoal slurry, coal ash & binder is now used to

power Indian Rayon’s own boilers with the excess

being sent to Ultratech Cement to help fire their

kilns.

All Aditya Birla Nuvo businesses are actively

engaging with their stakeholders through various

platforms to identify and understand their issues

and put in place action plans that are designed to

continually improve our long-term relations.

Your board and management team across all the

operations remain committed to a sustainable

future.

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117



Section A: General Information about the Company

1. Corporate Identity Number (CIN) L17199GJ1956PLC001107of the Company

2. Name of the Company Aditya Birla Nuvo Limited

3. Registered Address Indian Rayon Compound,Veraval – 362 266, Gujarat, India.

4. Website www.adityabirlanuvo.com

5. E-mail ID [email protected]

6. Financial Year Reported 1st April, 2015 to 31st March, 2016.

7. Sector(s) that the Company is Name of the Sector Codeengaged in (industrial activity Rayon 540341code-wise) Textiles 0105

Fertilizers (Agri Business) Urea – 31021000Liquid Argon -

28042100Liquid AnhydrousAmmonia –

28141000CustomizedFertilizers –

31052000Organic Manure –

31010099Bentonite Sulphur –

25030010Insulators (Power & Energy) 8546

8. List three key products/services that (i) Textiles (Linen Yarn & Fabric, Wool Top andWorsted Yarn)

the Company manufactures/provides (ii) Agri Business (Fertilisers, Agro-Chemicals and(as in the balance sheet) Seeds)

(iii)Rayon – Viscose Filament Yarn

9. Total number of locations where i. Number of International Locationsbusiness activity is undertaken (Provide details of major 5): On a standaloneby the Company basis, Aditya Birla Nuvo Limited does not have

any manufacturing Unit outside India.ii. Number of National Locations: 5 National

Locations have Manufacturing Units.

10. Markets served by the Company Local State National International

� � � �

Section B: Financial Details of the Company

1. Paid-up Capital (INR) ` 13,022 lakhs

2. Total Turnover (INR) ` 5,46,645 lakhs

3. Total Profit after taxes (INR) ` 36,002 lakhs

4. Total Spending on Corporate Social The total spending on Corporate SocialResponsibility (CSR) as percentage Responsibility (CSR) is 2.11% of the averageof profit after tax (%) Net Profit of the Company for the previous

three financial years.

5. List of Activities in which expenditure Education, Medical Relief, Rural Development,in 4 above has been incurred Healthcare, Sustainable Livelihood, Women Empowerment,

Social Causes and Infrastructure Development, Vocationaltrainings for skill development and Disaster relief.

BUSINESS RESPONSIBILITY REPORT

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Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies?

Yes.–The Company has 27 (twenty seven) subsidiaries – 22 (twenty two) domestic and 5 (five)

foreign.

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parentcompany? If yes, then indicate the number of such subsidiary company(s):

The Business Responsibility initiatives of the Parent Company apply to its subsidiaries.The Company

encourages its subsidiary companies to participate in the community projects/programmes carried

out under the aegis of the Aditya Birla Centre for Community Initiatives and Rural Development.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does businesswith, participate in the BR initiatives of the Company? If yes, then indicate the percentage ofsuch entity/entities? [Less than 30%, 30-60%, More than 60%]:

Other entities viz. suppliers, distributors etc. with whom the Company does business, do not

participate in the Business Responsibility initiatives of the Company.

Section D: BR Information

1. Details of Director/Directors responsible for BR

a) Details of the Director/Directors responsible for implementation of the BR Policy/Policies

DIN Number : 02943588

Name : Mr. Lalit Naik

Designation : Managing Director

b) Details of the BR Head

Sr. Particulars Details No.

1. DIN Number NA

(if applicable)

2. Units Indian Rayon, Veraval Jaya Shree Textiles, Aditya Birla Insulators, Indo Gulf Fertilizers,

Rishra Halol and Rishra Jagdishpur

Name Mr. H.S. Dagur Mr. S. Krishnamoorthy Mr. Vikas Khosla Mr. Rajendra Sankhe

3. Designation Unit Head CEO-Domestic Textiles Unit Head Unit Head

4. Telephone 02876-248401 033-26001200 Insulator, Halol – 05361-270032/39

number 02676-221002

Insulator Rishra -

033-26007200

5. e-mail id hs.dagur s.krishnamoorthy vikas.khosla rajendra.sankhe

@adityabirla.com @adityabirla.com @adityabirla.com @adityabirla.com

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2. Principle-wise (as per NVGs) BR Policy/Policies (Reply in Y/N)The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities

of Business released by the Ministry of Corporate Affairs has adopted nine areas of Business

Responsibility. These briefly are as follows:

P1 Businesses should conduct and govern themselves with ethics, Transparency and

Accountability.

P2 Businesses should provide goods and services that are safe and contribute to sustainability

through their life cycle.

P3 Businesses should promote the wellbeing of all employees.

P4 Businesses should respect the interests of and be responsive towards all stakeholders,

especially those who are disadvantaged, vulnerable and marginalized.

P5 Businesses should respect and promote human rights.

P6 Businesses should respect, protect and make efforts to restore the environment.

P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a

responsible manner.

P8 Businesses should support inclusive growth and equitable development.

P9 Businesses should engage with and provide value to their customers and consumers in a

responsible manner.

2a. Details of Compliances:

Sr.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. Do you have policy/policies for… Y Y Y Y Y Y Y Y Y

2. Has the policy been formulatedin consultation with the relevant Y Y Y Y Y Y Y Y Ystakeholders?

3. Does the policy conform to anyNational/International Standards? __If yes, specify? (50 Words).

4. Has the policy been approved bythe Board? If yes, has it been

Yessigned by MD / Owner / CEO /Appropriate Board Director?

5. Does the Company have a specifiedCommittee of the Board/Director/Official to oversee the Y Y Y Y Y Y Y Y Y

implementation of the policy?

6. Indicate the link for the policy to be.

viewed online? View restricted to employees.

7. Has the policy been formally The policies are communicated to key internalcommunicated to all relevant stakeholders and it is an ongoing process.internal and external stakeholders?

8. Does the Company have in-housestructure to implement the policy/ Y Y Y Y Y Y Y Y Ypolicies?

9. Does the Company have a grievanceredressal mechanism related to thepolicy/policies to address Y Y Y Y Y Y Y Y Ystakeholders’ grievances relatedto the policy/policies?

10. Has the Company carried out Y Y Y Y Y Y Y Y Yindependent audit/evaluation of theworking of this policy by an internal Internal Auditors of the Company from time toor external agency? time review implementation of these Policies.

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2b. 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 BRa) Indicate the frequency with which the

Board of Directors, Committee of theBoard or CEO to assess the BRperformance of the Company. Within 3months, 3-6 months, Annually, Morethan 1 yearThe Business responsibilities performanceis assessed periodically by themanagement.

b) 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 interfaces.

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 guidesthe organization keeping in mind the corevalues of Integrity, Commitment, Passion,Seamlessness and Speed. The CorporatePrinciples and Code of Conduct cover theCompany and all its Subsidiaries and areapplicable to all the employees of the Companyand its subsidiaries.

2. How many stakeholder complaints havebeen received in the past financial year andwhat percentage was satisfactorily resolvedby the management? If so, provide detailsthereof in about 50 words or so.No complaints have been received during theyear.

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

whose design has incorporated social orenvironmental concerns, risks and/oropportunities.The Company is a responsible corporatecitizen and is committed to sustainabledevelopment and looks at ways to preservethe environment and manage resourcesresponsibly. 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. Production of Worsted yarn, Wool tops,

Linen Yarn & Linen Fabrics are undertaken

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at Jaya Shree Textiles Unit and all of these

are produced from natural fibres.

ii. To stop any accident due to speed or to

avoid any environmental release in the

atmosphere, Indian Rayon Unit has

installed GPS (Global Positioning System)

in Trucks carrying hazardous gases.

iii. Customized fertilizers have been launched

to improve the nutrient level efficiency and

reduce environmental losses. Indo Gulf

Fertilisers Unit has developed and

manufactured neem coated urea which

promotes slow release of Nitrogen,

consequential reduction in emission of

Green House Gases and simultaneously

enhancing the growth of farmers. The Unit

also produces organic manure for

improving organic content of the soil.

The main Products are (i) Ammonia, (ii)

Urea, and (iii) Customized Fertilizer / Value

added Product.

2. For each such product, provide followingdetails in respect of resource use (energy,water, raw material etc.) per unit of product(optional):At Indo Gulf Fertilizers (IGF) the customized

fertilizer plant is designed for zero effluent. At

various stages emission control measures have

been incorporated to keep environmental

emission below the environmental norms.

For main products (Urea), there are two primary

resources required (i) Natural gas which is

supplied through pipeline and (ii) Water which

is sourced from nearby river Gomti and is

supplied to plant through pipeline. They have

taken initiatives to reduce specific energy

consumption and overall specific energy

consumption in FY 2015-16.

i. Reduction during sourcing/production/distribution achieved since the previousyear throughout the value chain?Several initiatives have been taken at Indo

Gulf Fertilisers (IGF) to reduce

consumption of energy during its uses.

Energy consumption contributes to ~80%

in total cost of production, therefore, key

focus is on reducing energy consumption.

In last 10 years IGF has implemented

many innovative ideas and brought down

energy consumption. In 14-15, IGF

implemented Energy Storage System

project to bring down Energy

consumption. Today, IGF is the best

fertilizer plant amongst some vintage

plants in India and among the top 2 energy

efficient plants in India.

Several initiatives have also been taken

at IGF to reduce consumption of water

during its use. They have inbuilt processes

to treat process condensate generated in

manufacturing and 93% of condensate

generated is recycled / reused. Besides

this they utilize about 55% of total treated

effluent water for irrigation purpose before

its disposal. They have taken several

initiatives to optimize our industrial water

consumption in the complex. In the year

2015-16, it was 5.49 m3/MT Urea against

CPCB norm of 8.0 m3/MT Urea.

There also has been year to year

improvement at Aditya Birla Insulators,

Halol and Rishra Units of the Company.

Jaya Shree Textiles Unit has achieved 20%

reduction in consumption of Furnace Oil

during the year.

ii. Reduction during usage by consumers(energy, water) has been achieved sincethe previous year?

Customized Fertilisers improve agricultural

productivity by 10 - 15% as compared to

normal fertilizers, reduces environment

losses. Neem Coated Urea are used at

Fertilisers Unit which improve productivity

due to higher nutrient efficiency.

The Company takes several initiatives to

reduce the electricity and thermal

consumption.

3. Does the company have procedures in placefor sustainable sourcing (includingtransportation)?

(i) If yes, what percentage of yourinputs was sourced sustainably? Alsoprovide details thereof, in about 50words or so.

The Company has built up highly

integrated horizontal and vertical

integration processes in its operation. All

the major inputs under the Company’s

control are sourced sustainably.

Natural Gas is used in Indo Gulf Fertilisers

Unit as major Raw material for Ammonia /

Urea manufacturing. The gas is supplied

through gas pipeline network of GAIL/

RGTIL. Fertilisers Unit has signed GSPA

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(Gas Sales & Purchase Agreement) and

GTA (Gas Transportation Agreement) with

M/s. GAIL / RIL / RGTIL. 100% of Natural

Gas is sourced on sustainable basis.

These agreements lay down various

guidelines for the purpose of gas

procurement, usage, billing etc. IGF is

having dedicated pipeline for water supply

from Gomti River to the plant. As a fall back

arrangement, IGF is also having 7 bore

wells to sustain water supply.

At the Insulators Units located at Halol and

Rishra, suppliers with no child and forced

labour are preferred and encouraged, to

have sustainable sourcing.

Indian Rayon Unit of the Company

encourages local sourcing for raw

materials.

4. Has the company taken any steps to procuregoods and services from local & smallproducers, including communitiessurrounding their place of work? If yes, whatsteps have been taken to improve theircapacity and capability of local and smallvendors?

To ensure a positive impact of sourcing of raw

materials and other resources, as well as

product distribution and to create employment

for the populace, the Company gives priority

to procure goods and services from local

suppliers and service providers over outside

suppliers.The Company always prefers

sourcing goods and services from local

suppliers with the objective of development of

vendors within the vicinity of the company and

getting timely supplies besides the cost

advantage in such sourcing.

At Indian Rayon 28.01 %of goods and services

are procured from local and small producers.

They are sourcing local raw materials based

on their availability from local suppliers

instead of procuring the same from outside

suppliers so that they can be financially

strengthened.

At Jaya Shree Textiles Unit Wool & Linen fibres

are imported as these are not available in

India.However, bricks, sand, Iron Rods and

other smaller chemicals, etc., which are

available in surrounding area are used.

At Indo Gulf Fertilisers Unit, HDPE bags/

Buckets are procuredfor packaging their final

products. The key bag supplier is located

adjacent to plant. They are also employing local

service contractors for providing transport,

construction, engineering, manpower supply

for bagging, loading and unloading and other

services.IGF team visits these plants with a

focus on cost optimization by (i) reducing

losses during manufacturing stage (ii) Improve

efficient use of energy. With the help of the bag

suppliers they have taken new developmental

initiatives.

At the Insulators Units at Halol and Rishra, the

Company always prefers sourcing goods and

services from local suppliers with the objective

of development of vendors within the vicinity

of the company and getting timely supplies

besides the cost advantage in such sourcing.

R&D team of the unit is jointly working with local

vendors for the supply of Cap/Pin/Security

clips/ GI Spindles etc. for enhancing their

capability. This also reduce pipeline inventory

due to reduced transportation. Trainings are

provided to Workmen and need based visits

at vendor’s site is in place.

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.

Indian Rayon Unit, has taken various initiatives

towards solid waste/ hazardous waste

management and continuously monitoring with

view to reduction in waste generation. The

Company believes in 4R’s (Reduce, Reuse,

Recycle & Recovery).

Ammonia / Urea manufacturing process at Indo

Gulf Fertilisers 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:

they have both dry and wet de-dusting system

to 100% recycle of Urea dust particle carried

with air during bulk urea transportation.

Besides this, they have installed system

to reuse treated effluent for irrigation purpose

thus reducing quantity of effluent discharge.

They have a Recharge pit to store

rain water for recharging underground water

table.

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At the Insulators Unit Halol, recycling of ~ 20%

of water, Insulator Powder upto 5.5% and

Effluent Treatment Plant slurry upto 100% is

done & rejects from the processes are taken

back for recycle and at the Insulators Unit

located at Rishra, upto 5-10% gets recycled

and the rejects from the processes are taken

back for recycle.

Principle 3 - Businesses should promote thewellbeing of all employees

1. Please indicate the Total number ofemployees.

10,320

2. Please indicate the Total number ofemployees hired on temporary/contractual/casual basis.

4,131

3. 3. Please indicate the Number of permanentwomen employees.

54

4. Please indicate the Number of permanentemployees with disabilities.

66

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 inthe last financial year and pending, as onthe end 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* gradation

1. Permanent Employees 80.8% 67.32%

2. Permanent Women

Employees 82.4% 63.15%

3. Casual/Temporary/

Contractual Employees 82.4% 47.20%

4. Employees with Disabilities 70.67% 70.25%

Principle 4:Businesses should respect theinterests of, and be responsive towards allstakeholders, especially those who aredisadvantaged, vulnerable and marginalized.

1. Has the company mapped its internal andexternal stakeholders? Yes/No

Yes.

2. Out of the above, has the companyidentified the disadvantaged, vulnerable &marginalized stakeholders?

Yes

3. Are there any special initiatives taken by thecompany to engage with the disadvantaged,vulnerable and marginalized stakeholders.If so, provide details thereof in 50 words orso.

The Company endeavors to bring in inclusive

growth and the same are channelized through

the Aditya Birla Centre for Community Initiatives

and Rural Development. Several initiatives for

differently-abled people in local communities

at various plant locations include:

1. Free Vocational Training Institute for the

unemployed youths.

2. Free specialized coaching centre for

students from underprivileged families.

3. Jute production cum training centre for the

underprivileged women to support their

regular income generation. Trainings &

market linkages of the products prepared

by the underprivileged women.

4. The Company’s CSR activities focus on

women’s empowerment, child education,

health care and vocational training. Apart

from running Indo Gulf Jan Seva Trust

Hospital, a Skin Care & Rehabilitation

Centre is also being run by the Company,

whereby leprosy patients are given free

treatment.

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5. Adoption of a Private School in the vicinity

of Rishra where students from the

underprivileged segment of the Society

are studying.

Principle 5: Businesses should respect andpromote human rights.

1. Does the policy of the Company on HumanRights cover only the Company or extendsto the Group/Joint Ventures /Suppliers /Contractors/NGOs/others?

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 andwhat percent was satisfactorily resolved bythe management?

No complaints were received during the year.

Principle 6: Businesses should respect, protect,and make efforts to restore the environment.

1. Does the policy related to Principle 6 coveronly the company or extends to the Group/Joint Ventures /Suppliers / Contractors/NGOs/others?

The Company’s Safety Health and Environment

Policy cover its Units and Subsidiaries.

2. Does the company have strategies/initiatives to address global environmentalissues such as climate change, globalwarming, etc.? Y/N. If yes, please givehyperlink for webpage etc.

Yes, the Company is committed to address

issues of global warming and reduction of

emission. Please refer to the Sustainability

Report, at the beginning of this Report, for

initiatives taken by the Company. 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/N

Yes. The Company follows a structured risk

management approach which encompasses

identifying potential risks, assessing their

potential impact mitigating them through taking

timely action and continuous monitoring.

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.The projects undertaken by Indo Gulf

Fertilizers Unit are monitored by United Nations

Framework Convention on Climate Change

and VFD in Humidification tower & Boiler

automation project of Jaya Shree Textiles Unit

has been completed and no Environmental

Compliance report is required to be filed.

5. Has the Company undertaken any otherinitiatives on – clean technology, energyefficiency, renewable energy, etc. Y/N. If yes,please give hyperlink for web page etc.The Company has taken several initiatives on

clean technology, energy efficiency and

renewable energy. Please refer to Annexure VI

of the Directors Report of the Annual Report

FY 2015 - 16 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/wastes generated by the

Company are within the permissible limits given

by Central Pollution Control Board/State

Pollution Control Board, and are reported.

7. Number of show cause/ legal noticesreceived from CPCB/SPCB which arepending (i.e. not resolved to satisfaction)as on end of Financial Year.No such case was pending at the end of the

financial year.

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.

• Association of Man Made Fibre Industry

•· Alkali Manufacturing Association

• Bombay Textiles Research Associations

• Chemical and Allied Export Promotion

Council of India

• Conferderation of Indian Industry

• Federation of Indian Chamber of

Commerce & Industry

• Federation of Indian Export Organization

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• Fertiliser Association of India (FAI)

• Indian Electrical and Electronics

Manufacturers Association

• Indian Woolen Mills Federation

• National Safety Council

• PHD Chamber of Commerce and Industry

of Uttar Pradesh

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 DevelopmentPolicies, Energy security, Water, FoodSecurity, Sustainable Business Principles,Others)

· Yes, the broad areas are Water, Food,

Economic reforms, Environment and Energy

issues and sustainable business. The platform

has been used to highlight and seek redressal

on various issues impacting domestic industry

survival. Also the Indian Electrical and

Electronics Manufacturers Association platform

has been used to highlight and seek redressal

on issues impacting domestic industry survival

trade facilitation laws.

Principle 8: Businesses should supportinclusive growth and equitable development.

1. Does the company have specifiedprogrammes/initiatives/projects in pursuitof the policy related to Principle 8? If yesdetails thereof.

Yes the Company has formulated a well –

defined CSR Policy which focuses on Health,

Education, Agriculture, Hygiene, Women

Empowerment, Sustainable Livelihood

Development, Infrastructure Support and

Social Reforms etc.

2. Are the programmes / projects undertakenthrough in-house team / own foundation /external NGO /government structures/anyother organization?

The programmes/projects are undertaken

through in-house teams/our foundations as well

as in partnership with Non-Governmental

Organizations (NGOs) and governmental

institutions to serve areas of community growth

and sustainable development.

3. Have you done any impact assessment ofyour initiative?

Yes.

4. What is your Company’s direct contributionto community development projects-Amount in INR and the details of the projectsundertaken?

Company has spent an amount of ` 740 lakhs

on CSR activities on Education, Healthcare,

Sustainable Livelihood, Women Empowerment

and Infrastructure & Rural 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 Development initiatives

benefit the Community. Projects evolve out of

the felt needs of the communities and they are

engaged intensely in all of these.

Principle 9: Businesses should engage withand provide value to their customers andconsumers in a responsible manner.

1. What percentage of customer complaints/consumer cases are pending as on the endof financial year.

The Company has a well-defined system of

addressing customer complaints. All

complaints are appropriately addressed and

resolved.

2. Does the company display productinformation on the product label, over andabove what is mandated as per local laws?Yes / No / N.A. / Remarks (additionalinformation)

The requisite information as mandated as per

the local laws is inscribed on the product label

of the Company.

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.

No

4. Did your Company carry out any consumersurvey/ consumer satisfaction trends?

Yes, Consumer Satisfaction Surveys are being

conducted by the external agencies as well as

internal teams periodically to assess consumer

satisfaction.

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Governance PhilosophyAditya Birla Nuvo Limited is committed to the

adoption of best practices of corporate governance

and its adherence in true spirit, at all times. Our

governance practices are a product of self-desire,

reflecting the culture of trusteeship that is deeply

ingrained in our value system and reflected in our

strategic thought process. At a macro level, our

governance philosophy rests on five basic tenets,

viz., Board accountability to the Company and

shareholders, strategic guidance and effective

monitoring by the Board, protection of minority

interests and rights, equitable treatment of all

shareholders as well as superior transparency and

timely disclosures.

In line with this philosophy, your Company, a flagship

company of the Aditya Birla Group, is striving for

excellence through adoption of best governance and

disclosure practices. The Company, as a continuous

process, strengthens the quality of disclosures, on

the Board composition and its functioning,

remuneration paid and level of compliance with

various Corporate Governance Codes.

Your Company continuously strives to achieve

excellence in corporate governance through its

values – Integrity, Commitment, Passion,

Seamlessness and Speed.

Compliance with Corporate GovernanceGuidelinesIn terms of Regulations 34 and 53 read with

Schedule V of the Securities and Exchange Board

of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 [SEBI (LODR)],

the details of compliances for the year ended

31st March, 2016 are as follows:

BOARD OF DIRECTORSComposition of the BoardAs on 31st March, 2016, your Company’s Board comprised of 8 (Eight) Directors, which included 4 (Four)

Independent Directors, 3 (Three) Non-Executive Directors (including a Nominee Director of LIC) and 1

(One) Executive Director. The Chairman of the Board is a Non- Executive Director. The composition of

your Board is in conformity with the requirements of Regulation 17(1) of the SEBI (LODR) as well as the

Companies Act, 2013 (“the Act”). Your Directors on the Board are experienced, competent and highly

renowned persons in their respective fields. None of the Independent Directors serve as “Independent

Director” in more than seven listed companies and the tenure of their appointment is in accordance with

the Companies Act, 2013 and rules made thereunder.

All the Directors are liable to retire by rotation except the 4 (Four) Independent Directors whose term of

5 consecutive years was approved by the shareholders of the Company in the Annual General Meeting

held on 11th September, 2014.

The details of the Directors with regards to their other directorships and positions held in the Committees

as on 31st March, 2016 are as follows:

Name of the Director Executive/ No. of Outside Outside CommitteeNon-Executive/ Directorship(s) Positions Held3

Independent1 in other IndianPublic Member Chairman/

Companies2 ChairpersonMr. Kumar Mangalam Birla

(DIN:00012813) Non-Executive 8 — —

Mrs. Rajashree Birla

(DIN:00022995) Non-Executive 7 — —

Mr. P. Murari

(DIN:00020437) Independent 7 2 3

Mr. B. R. Gupta


Corporate Governance Report

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Ms. Tarjani Vakil


Mr. S. C. Bhargava


Mr. G. P. Gupta4

(DIN:00017639) Independent Not Applicable

Mr. Lalit Naik

(DIN:02943588) Managing Director 3 2 —

Mr. Sushil Agarwal5

(DIN:00060017) Whole- time Director Not Applicable

Mr. Tapasendra Chattopadhyay6 Non Executive

(DIN:00041581) (Nominee — — —

Director of LIC)

Notes:1 Independent Director means a Director as defined under Regulation 16 (1) (b) of SEBI LODR and in Section 149 of the Act.2 Excluding Directorships held in foreign companies and companies under Section 8 of the Act.3 Only two committees viz. the Audit Committee and the Stakeholders Relationship Committee of all public limited companies

have been considered.4 Mr. G. P. Gupta has resigned as a Director of the Company with effect from 9 th November, 20155 Mr. Sushil Agarwal has relinquished the office of the Whole- time Director & CFO of the Company from the close of business

hours on 30 th June, 20166 Mr. Tapasendra Chattopadhyay has ceased to be a Director of the Company w.e.f. 7 th April, 2016, consequent to the withdrawal

of his nomination by LIC7 No Director is related to any other Director on Board, except Mr. Kumar Mangalam Birla and Mrs. Rajashree Birla, who are

related as son and mother, respectively.

Name of the Director Executive/ No. of Outside Outside CommitteeNon-Executive/ Directorship(s) Positions Held3

Independent1 in other IndianPublic Member Chairman/

Companies2 Chairperson

Non-Executive Directors’ Compensation andDisclosure

Sitting fees for attending the meetings of the Board /

Committees and Commission paid to the Non-

Executive Directors and the Independent Directors

have been recommended by the Nomination and

Remuneration Committee of the Board and

approved by the Board of Directors. The

Commission paid is within the overall limits as

approved by the shareholders.

Details of the Sitting fees / Commission paid to

such Directors are given separately in this Report.

Board’s Functioning and Procedure

The Company’s Board of Directors plays a primary

role in ensuring good governance and functioning

of the Company. The Board’s role, functions,

responsibilities and accountabilities are well

defined. All relevant information is regularly placed

before the Board. The Board reviews compliance

reports of all laws as applicable to the Company,

as well as steps taken by the Company to rectify

instances of non-compliances, if any. The members

of the Board have complete freedom to express

their opinion and decisions are taken after detailed

discussions.

The Board meets at least once every quarter to

review the quarterly results and other items on the

agenda and additional meetings are held as and

when necessary.

Six Board meetings were held during the year

ended 31st March, 2016. The details of the Board

meetings held during the year under review, dates

on which held and number of Directors present

are as follows:

Date of Board Board No. of DirectorsMeeting Strength Present3rd May, 2015 10 10

14th May, 2015 10 9

9th July, 2015 9 9

12th August, 2015 9 8

9th November, 2015 8 7

11th February, 2016 8 7

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Your Company’s Board plays a pivotal role in

ensuring good governance and functioning of your

Company. The Directors are professionals, having

expertise in their respective functional areas and

bring a wide range of skills and experience to the

Board.

The Board has an unfettered and complete access

to any information within your Company. Members

of the Board have complete freedom to express

their views on agenda items and can discuss any

matter at the meeting with the permission of the

Chairman. The Board periodically reviews all the

relevant information, which is required to be placed

before it pursuant to Schedule II-PART A of the

Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements)

Regulations, 2015 and that of the Listing Agreement

with the stock exchanges and in particular reviews

and approves corporate strategies, business plans,

annual budgets, projects and capital expenditure,

etc. The Board provides direction and exercises

appropriate control to ensure that your Company

is managed in a manner that fulfils stakeholder’s

aspirations and societal expectations.

In addition to the quarterly meetings, the Board

also meets to address specific needs and business

requirements of your Company.

The details of attendance of each Director at the Board meetings and at the last Annual General Meeting

(AGM) are as follows:

Name of Director Category No. of Attended Sitting feesBoard Meetings Last AGM@ paid

Held Attended (Amount in `)

Mr. Kumar Mangalam Birla Non- Executive 6 6 No 3,00,000

Mrs. Rajashree Birla Non-Executive 6 3 No 1,50,000

Mr. P. Murari Independent 6 6 No 3,00,000

Mr. B. R. Gupta Independent 6 6 Yes 3,00,000

Ms. Tarjani Vakil Independent 6 5 Yes 2,50,000

Mr. S. C. Bhargava Independent 6 6 Yes 3,00,000

Mr. G. P. Gupta* Independent 4 4 No 2,00,000

Mr. Lalit Naik Managing Director 6 6 Yes -

Mr. Sushil Agarwal# Whole- time Director 2 2 No -

Mr. Tapasendra

Chattopadhyay^ Non Executive 6 6 No 3,00,000

@ AGM held on 15 th September 2015 at the registered office of the Company-Indian Rayon Compound, Veraval

* Mr. G. P. Gupta resigned as a Director of the Company with effect from 9 th November, 2015.# Mr. Sushil Agarwal has relinquished the office of Whole Time Director and Chief Financial Officer of the Company from close of

business hours on 30 th June 2015.

^Ceased to be a Director of the Company w.e.f. 7 th April, 2016, consequent to the withdrawal of his nomination by LIC.

Code of Conduct

In compliance with Regulations 17(5) and 26(3) of

the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements),

Regulations, 2015 the Company has adopted a

Code of Conduct for the Board Members and Senior

Management Personnel (the “Code”). The Code is

applicable to all the Board Members and Senior

Management of the Company. All the Board

Members and Senior Management Personnel have

confirmed compliance with the Code. A declaration

by Managing Director affirming the compliance of

the Code of Conduct for Board Members and Senior

Management is annexed at the end of the Report.

The Code is available on the Company’s website.

Board training and InductionA formal letter of appointment together with an

induction kit is provided to the Independent

Directors at the time of their appointment stating

out their roles, functions, duties and responsibilities.

The Independent Directors are familiarised with

your Company’s businesses and its operations.

Interactions are held between the Independent

Directors and senior management of your

Company. The familiarization programme is

available on the Company’s website.

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The composition, attendance and sitting fees paid are as follows:

Name of Member Category No. of meetings Sitting fees paid(Amount in `)

Held AttendedMs. Tarjani Vakil (Chairperson) Independent 7 7 1,75,000

Mr. P. Murari Independent 7 7 1,75,000

Mr. B. R. Gupta Independent 7 7 1,75,000

Mr. G. P. Gupta1 Independent 3 3 75,000

Mr. S.C Bhargava2 Independent 3 3 75,000

1 Ceased to be a member of the Audit Committee consequent to his resignation as a Director w.e.f. 9th November, 20152 Appointed as a member of the Committee w.e.f. 9th November, 2015

Ms. Tarjani Vakil Chairperson of the Committee and was present at the last AGM held on 15th September, 2015

Performance evaluation of BoardA formal evaluation mechanism has been adoptedfor evaluating the performance of the Board, theCommittees thereof, individual directors and theChairman of the Board. The evaluation is basedon criteria which include, among others, providingstrategic perspective, chairmanship of Board andCommittees, attendance, time devoted andpreparedness for the meetings, quality, quantity andtimeliness of the flow of information between theBoard members and the management, contributionat the meetings, effective decision making ability,role & effectiveness of the Committees. The outcomeof the Board evaluation for the financial year 2015-16 has been shared with the Nomination andRemuneration Committee and the Board.

Independent Directors meetingIn accordance with the provisions of Schedule IVof the Companies Act, 2013, Regulation 25 (3) ofthe Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015 and SS 2.3 of the SecretarialStandards on Board Meetings a meeting of theIndependent Directors of your Company was heldon 14th March, 2016 without the presence of the Non-independent Directors and the members of themanagement. The Independent Directors discussedthe matters inter alia including, the performance/functioning of the Company, reviewing theperformance of the Chairman, taking into accountthe views of Executive Directors and Non-ExecutiveDirectors, assess the quality, quantity and timelinessof flow of information between the management andthe Board of Directors that is necessary for the Boardof Directors to effectively and reasonably performtheir duties, etc.

Prevention of Insider TradingIn terms of the provisions of the Securities andExchange Board of India (Prevention of InsiderTrading) Regulations, 2015 your Company hasadopted the Code of Conduct for Dealing in Listed

Securities of Group Companies (“the Code”). TheCode aims at preserving and preventing misuseof unpublished price sensitive information. All theDirectors and Designated Employees of yourCompany have been covered under the Code. Thesaid Code also provides for periodical disclosuresfrom Directors and Designated Employees of yourCompany.

COMMITTEES OF BOARDYour Board has constituted the Committees withspecific terms of reference as per the requirementsof Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015 and the Act. There are 8 suchCommittees of the Board as elaborated under andthe said Committees meet at such frequency as isrequired to discharge the functions assigned tothem.

1) AUDIT COMMITTEEQualified Independent Audit Committee

The Company has an Audit Committee at theBoard level with powers and role that are inaccordance with Regulation 18 of SEBI LODRand Section 177 of the Act.

Composition of Audit Committee, itsmeetings and attendance at meetings duringthe year and sitting fees paidThe Audit Committee of the Board comprisesof 4 (four) Independent Directors. As such, allthe members of the Company’s AuditCommittee are Independent Directors and arefinancially literate. The composition of the AuditCommittee meets the requirements of Section177 of the Act and Regulation 18 of SEBI LODR.

During the year, the Audit Committee met 7times to deliberate on various matters. Themeetings were held on 3rd May, 2015, 14th May2015, 12th August 2015, 9th November 2015,22nd December 2015, 11th February 2016 and14th March 2016.

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Statutory Reports

Permanent Invitees

Mr. Lalit Naik - Managing Director

Mrs. Pinky Mehta - Chief Financial Officer

The Statutory and Internal Auditors of your

Company are invited to attend the Audit

Committee meetings.

The Committee and the Company also

engages outside experts and advisors to the

extent it considers appropriate to assist in its

functioning.

The representatives of the Cost Auditors are

invited to attend the Audit Committee meetings

whenever matters relating to Cost Audit are

considered.

The Company Secretary acts as the Secretary

to the Committee.

The Committee acts as a link between the

management, the statutory and internal

auditors and the Board of Directors and

oversees the financial reporting process.

The Audit Committee monitors and supervises

your Company’s financial reporting process

with a view to provide accurate, timely and

proper disclosure and maintain the integrity and

quality of financial reporting.

The Audit Committee also reviews from time to

time, the audit and internal control procedures,

the accounting policies of your Company,

oversight of your Company’s financial reporting

process so as to ensure that the financial

statements are correct, sufficient and credible.

Powers1. To investigate any activity within its terms

of reference.

2. To seek information from any employee.

3. To obtain outside legal or other

professional advice.

4. To secure attendance of outsiders with

relevant expertise, if it considers necessary.

Role

1. Oversight of the company’s financial

reporting process and the disclosure of its

financial information to ensure that the

financial statement is correct, sufficient and

credible.

2. Recommendation for appointment,

remuneration and terms of appointment of

auditors of the company.

3. Approval of payment to statutory auditors

for any other services rendered by the

statutory auditors.

4. Reviewing, with the management, the

annual financial statements and auditor’s

report thereon before submission to the

board for approval, with particular

reference to:

a. Matters required to be included in the

Director’s Responsibility Statement to

be included in the Board’s report in

terms of clause (c) of sub-section 3 of

section 134 of the Companies Act,

2013;

b. Changes, if any, in accounting policies

and practices and reasons for the

same;

c. Major accounting entries involving

estimates based on the exercise of

judgment by management;

d. Significant adjustments made in the

financial statements arising out of audit

findings;

e. Compliance with listing and other legal

requirements relating to financial

statements;

f. Disclosure of any related party

transactions;

g. Qualifications in the draft audit report;


quarterly financial statements before

submission to the board for approval.


statement of uses / application of funds

raised through an issue (public issue, rights

issue, preferential issue, etc.), the

statement of funds utilized for purposes

other than those stated in the offer

document / prospectus / notice and the

report submitted by the monitoring agency

monitoring the utilisation of proceeds of a

public or rights issue, and making

appropriate recommendations to the Board

to take up steps in this matter.

7. Review and monitor the auditor’s

independence and performance, and

effectiveness of audit process.

8. Approval or any subsequent modification

of transactions of the company with related

parties.

9. Scrutiny of inter-corporate loans and

investments.

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10. Valuation of undertakings or assets of the

company, wherever it is necessary.

11. Evaluation of internal financial controls and

risk management systems.

12. Reviewing, with the management,

performance of statutory and internal

auditors, adequacy of the internal control

systems.

13. Reviewing the adequacy of internal audit

function, if any, including the structure of

the internal audit department, staffing and

seniority of the official heading the

department, reporting structure coverage

and frequency of internal audit.

14. Discussion with internal auditors of any

significant findings and follow up there on.

15. Reviewing the findings of any internal

investigations by the internal auditors into

matters where there is suspected fraud or

irregularity or a failure of internal control

systems of a material nature and reporting

the matter to the board.

16. Discussion with statutory auditors before the

audit commences, about the nature and

scope of audit as well as post-audit

discussion to ascertain any area of concern.

17. To look into the reasons for substantial

defaults in the payment to the depositors,

debenture holders, shareholders (in case

of non-payment of declared dividends) and

creditors.

18. To review the functioning of the Whistle

Blower mechanism;

19. Approval of appointment of CFO (i.e., the

whole-time Finance Director or any other

person heading the finance function or

discharging that function) after assessing

the qualifications, experience and

background, etc. of the candidate.

20. Carrying out any other function as is

mentioned in the terms of reference of the

Audit Committee.

Audit Committee reviews the followinginformation

1. Management Discussion and Analysis of

financial condition and results of operations;

2. Statement of significant related party

transactions (as defined by the Audit

Committee), submitted by management;

3. Management letters / letters of internal

control weaknesses issued by the Statutory

Auditors, if any;

4. Internal audit reports and discussion with

the Internal Auditors on any significant

findings and follow-up thereon;

5. The appointment, removal and terms of

remuneration of the Internal Auditor.

During the year, the Audit Committee has

reviewed the internal controls put in place to

ensure that the accounts of your Company are

properly maintained and that the accounting

transactions are in accordance with prevailing

laws and regulations. In conducting such

reviews, the Committee found no material

discrepancy or weakness in the internal control

system of your Company. The Committee has

also reviewed the procedures laid down by your

Company for assessing and managing the risks.

2) NOMINATION AND REMUNERATIONCOMMITTEE

Composition, meetings, attendance duringthe year and sitting fees paid

The Committee comprises of 2 (two)

Independent Directors and 1 (one) Non

Executive Director. Ms. Tarjani Vakil, an

Independent Director, is the Chairperson of the

Committee and was present at the last Annual

General Meeting of the Company held on

15th September, 2015.

During the year, the Committee met four times

to deliberate on various matters. The meetings

were held on 3rd May, 2015, 14th May, 2015,

9th November, 2015 and 9th January 2016.



Held Attended

Mr. Kumar Mangalam Birla Non Executive 4 2 40,000

Ms. Tarjani Vakil (Chairperson) Independent 4 4 80,000

Mr. B. R. Gupta Independent 4 4 80,000

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Statutory Reports

Terms of reference of the Nomination andRemuneration Committee

The Nomination and Remuneration Committee

is authorized to:

- set the level and composition of

remuneration which is reasonable and

sufficient to attract, retain and motivate

directors and Senior Managers of the quality

required to run the Company successfully;

- set the relationship of remuneration to

performance;

- check whether the remuneration provided

to directors and Senior Managers includes

a balance between fixed and incentive pay

reflecting short and long-term performance

objectives appropriate to the working of the

Company and its goals;

- formulate appropriate policies, institute

processes which enable the identification

of individuals who are qualified to become

Directors and who may be appointed in

senior management and recommend the

same to the Board;

- review and implement succession and

development plans for Managing Director,

Executive Directors and Senior Managers;

- devise a policy on Board diversity;

- formulate the criteria for determining

qualifications, positive attributes and

independence of directors

- decide whether to extend or continue the

term of appointment of the independent

director, on the basis of the report of

performance evaluation of independent

directors.

Employee Stock Options Scheme – 2006(“ESOS-2006”)

During the year, 843 Stock Options were vested

on 7th June, 2015 in the eligible employee,

subject to the provisions of the Employee Stock

Options Scheme – 2006, statutory provisions

including Securities and Exchange Board of

India (Share Based Employee Benefit)

Regulations, 2014 as may be applicable from

time to time and the rules and procedures set

out by your Company in this regard. Further,

the Committee allotted 62,331 equity shares of

` 10/- each of your Company to Option

Grantees pursuant to the exercise of Stock

Options under the ESOS -2006.

Employee Stock Options Scheme – 2013(“ESOS-2013”)

During the year under review, 23,652 Stock

Options have vested in the grantees in terms

of the provisions of the Employees Stock Option

Scheme 2013, statutory provisions including

Securities and Exchange Board of India (Share

Based Employee Benefit) Regulations, 2014 as

may be applicable from time to time and the

rules and procedures set out by your Company

in this regard.

Further, the Committee has allotted 23,334

equity shares of ` 10/- each of your Company

to Option Grantee pursuant to the exercise of

Stock Options under the ESOS -2013.

Composite Scheme of Arrangement

Consequent to the Composite Scheme of

Arrangement of the branded apparel business

having become effective on 9th January, 2016,

the Grant Price and related plan elements in

respect of the Stock Options and the Restricted

Stock Units granted by the Company under

ESOS – 2013 to the eligible employees, have

been suitably treated so as to ensure fair and

equitable treatment for the concerned

employees.

Remuneration Policy

Your Company has adopted Executive

Remuneration Philosophy/Policy and follows

the same. The Policy has been published in

this Annual Report as an Annexure to the

Directors’ Report.

3) RISK MANAGEMENT COMMITTEE

Risk Management is the process that can

contribute progressively to organisational

improvement by providing management with

a greater insight into risks and their impact. The

Company has a robust Risk Management

framework which proactively addresses risks

and seizes opportunities so as to gain

competitive advantage, and protects and

creates value for our stakeholders, including

owners, employees, customers, regulators, and

society overall.

Considering the market capitalization and post

demerger of Apparel business, as a good

governance, the Company continues with Risk

Management Committee.

In terms of the regulations of SEBI LODR,

considering the market capitalization post

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Mr. S. C. Bhargava chaired the meetings of the

Committee and he was present at the last

Annual General Meeting of the Company held

on 15th September, 2015.

The Company Secretary acts as Secretary to

the Committee and is the Compliance Officer

of the Company and also responsible for

redressal of investor complaints.

Your Company’s shares are compulsorily

traded in the dematerialised form. To expedite

transfers in the physical segment, necessary

authority has been delegated by your Board to

the Directors and the Officers of your Company

to approve transfers / transmissions of shares

/ debentures. Details of share transfers /

transmissions approved by the Directors and

Officers are placed before the Board.

Role

The terms of reference of the Committee are:

- To monitor expeditious redressal of

grievances of the Stakeholders and

Investors complains relating to

shareholders / debenture holders including

complaints relating to transfer /

transmission of shares / debentures etc.

- To approve allotment of shares, debentures

and other securities

- To authorize officers of the Company to

approve request transfer, transposition,

deletion, consolidation, sub-division, in

respect of shares, debentures and

securities.

demerger of Apparel business, as a good

governance, the Company continues with Risk

Management Committee, your Company has

constituted the Risk Management Committee

to review, identify and to develop risk mitigation

strategies.

The objectives and scope of the Risk

Management Committee broadly include:

• Identification of risks relating to business;

• Assessment and classification of risks

associated with the business;

• Mitigation plans to minimize risks;

• Monitoring various risks

The Management Discussion and Analysis

Report sets out the risks identified and the

mitigation plans thereof.

The Risk Management Committee comprises

of 2 (two) Independent Directors, 1 (one)

Executive Director and 2 (two) Business

Executives.

During the year, the Risk Management

Committee met twice to deliberate on various

matters. The meetings were held on 17 th

December, 2015 and 22nd December, 2015.

The composition, attendance and sitting fees paid to the non-executive Directors are as follows:


Held Attended

Ms. Tarjani Vakil (Chairperson) Independent 2 2 40,000

Mr. S C Bhargava Independent 2 2 40,000

Mr. Lalit Naik Managing Director 2 1 -

4) STAKEHOLDERS RELATIONSHIP COMMITTEEComposition, meetings, attendance andsitting fees paid during the year:

The Stakeholders Relationship Committee

comprises of 2 (two) Independent Directors

and 1 (one) Executive Director.

During the year the Stakeholders Relationship Committee met on 22nd December, 2015 and

14th March, 2016. The composition, attendance and sitting fees paid are as follows:


Held Attended

Mr. S. C. Bhargava (Chairman) Independent 2 2 40,000

Ms. Tarjani Vakil Independent 2 2 40,000


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Statutory Reports



Held Attended

Mrs. Rajashree Birla (Chairperson) Non Executive 1 1 20,000



- To ensure compliance of transfer of Unpaid

Dividend to IEPF on or before the due date

- To monitor the progress of release of unpaid

dividend and process of dissemination of

these records in accordance with the

prescribed guidelines, rules and regulations

- To review the results of any investigation /

audit conducted by any statutory authority

Number of shareholders’ complaint receivedso far / number not solved to the satisfactionof shareholders / number of pendingcomplaints

Details of complaints received, number of

shares transferred during the year, time taken

for effecting these transfers and the number of

share transfers pending are furnished in the

“Shareholder Information” section of this Annual

Report.

Details of non-compliance by the Company,penalties and strictures imposed on theCompany by stock exchanges or SEBI orany other statutory authority, on any matterrelating to capital markets, during the lastthree years:

There has been no instance of non-compliance

by the Company on any matter related to capital

markets during the last three years and hence

no strictures /penalties have been imposed on

the Company by the stock exchanges or the

Securities and Exchange Board of India (SEBI)

or any other statutory authority.

5) CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE

Composition, meetings, attendance andsitting fees paid during the year:

In terms of the provisions of Section 135 of the

Act and the Listing Agreement, your Company

has constituted the Corporate Social

Responsibility Committee at the Board level.

The Corporate Social Responsibility

Committee comprises of 1 (one) Independent

Director, 1 (one) Non Executive Director and

1 (one) Executive Director. Dr. Pragnya Ram,

Group Executive President, Corporate

Communications & CSR is a permanent

invitee.

During the year the Corporate Social

Responsibility Committee met once. The

meeting was held on 16th December, 2015

Mrs. Rajashree Birla chaired the meeting of the

Committee. The Company Secretary acts as

Secretary to the Committee.

The Committee recommends to the Board the

activities to be undertaken during the year and

amount to be spent on these activities.

During the year, your Company has carried out

various activities as part of its CSR initiative.

The focus areas have been health care,

education, sustainable livelihood, infrastructure

and social reform.

6) FINANCE COMMITTEE

Your Company has “Finance Committee”

comprising of Ms. Tarjani Vakil, Mr. S. C.

Bhargava and Mr. Lalit Naik as its members.

Ms. Tarjani Vakil chaired the meetings of the

Committee. The Committee looks into the

borrowings, if any, to be made from fund and

non fund based limits for the business

requirements of the Company, authorises

officers to undertake the foreign currency

contracts for hedging its foreign currency

liabilities/ transactions, authorises Officers of

the Company to open/operate/close bank

accounts, approves the grant and execution

of Power of Attorneys to the Officers of the

Company, besides the other powers granted

to it by the Board from time to time.

During the year under review, the Committee

met once on 22nd December, 2015 to deliberate

on various matters referred above.

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Name of Director Category No. of meetings Sitting fees paid(Amount in `)

Held Attended


Mr. S. C. Bhargava Independent 1 1 20,000

Mr. Lalit Naik Managing Director 1 - -



Held Attended




7) MADURA DEMERGER COMMITTEE:Your Board had constituted “Madura Demerger

Committee” comprising of Ms. Tarjani Vakil,

Mr. S. C. Bhargava and Mr. Lalit Naik as its

members. Ms. Tarjani Vakil Chaired the meeting

of the Committee.

The Committee was authorised to look in

matters pertaining to the implementation of the

Composite Scheme of Arrangement between

the Company, Madura Garments Lifestyle

Retail Company Limited and Aditya Birla

Fashion and Retail Limited (formerly known as

Pantaloons Fashion and Retail Limited) (“the

Scheme”) and to consider and approve matters

pertaining thereto.


had met on 9th January, 2016 to make the

Scheme effective upon receipt of the requisite

approvals from the regulatory authorities.



Held Attended



Mr. Lalit Naik Managing Director 1 - -

8) ABNL AMALGAMATION COMMITTEE:Your Board had constituted “ABNL

Amalgamation Committee” comprising of Ms.

Tarjani Vakil, Mr. S. C. Bhargava and Mr. Lalit

Naik as its members.

Ms. Tarjani Vakil Chaired the meeting of the

Committee. The Committee was authorised to

look in matters pertaining to the implementation

of the Scheme of Amalgamation of, ABNL IT &

ITES Limited, Aditya Birla Minacs BPO Pvt.

Limited and Indigold Trade & Services Limited,

subsidiaries of the Company, with the

Company, under the provisions of Sections 391

- 394 of the Companies Act, 1956.


had met on 31st March, 2016 to make the

Scheme effective upon receipt of requisite

approvals from the regulatory authorities.

9) MEETING OF INDEPENDENT DIRECTORS:Pursuant to the provisions of Section 149 read

with Schedule IV of the Companies Act, 2013

and Regulation 25 (4) of the SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015 the Independent Directors

of the Company had met on 14th March, 2016

without the presence of the Non- Independent

Directors, Managing Director & members of the

Management Team.

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Statutory Reports

Vigil Mechanism / Whistle Blower PolicyThe Company has in place a Vigil Mechanism

under which a Committee has been appointed

comprising of Directors and Senior Managers

of the Company for attending the complaints

received from the employees and to report

concerns about the unethical behaviour, actual

or suspected fraud and violation of the Code

of Conduct or Ethics Policy by the Directors

and the employees of the Company. The Policy

provides for adequate safeguards against

victimisation and all personnel have access to

the Audit Committee.

The Policy is in line with the Company’s Code

of Conduct, Vision and Values and forms part

of good Corporate Governance and is available

to all the employees on the Aditya Birla Group

Intranet.

Subsidiary 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.

RELATED PARTY TRANSACTIONSDuring the financial year, your Company has entered

into related party transactions which were on arm’s

length basis and in the ordinary course of business.

There are no material transactions with any related

party as defined under Section 188 of the Act. All

related party transactions have been approved by

the Audit Committee of your Company.

Particulars of related party transactions are listed

out in Note 41 of the Accounts.

The policy on Related Party Transactions as

approved by the Audit Committee and the Board

is available on your Company’s website viz.

www.adityabirlanuvo.com.

DISCLOSURESPursuant to SEBI LODR, your Company has in

place the following:-

1. Code of Conduct for Directors and Senior

Management Personnel

2. Code of Conduct for SEBI (Prohibition of Insider

Trading), Regulations, 2015

3. Policy for Preservation of Documents

4. Policy for determination of materiality of an

event or information and for making disclosures

5. Policy for determining Material Subsidiary

companies. The same is available on the

Company’s website.

6. Code of Conduct for making disclosures to the

Stock Exchanges for fair disclosure of

unpublished price sensitive information

Disclosure of accounting treatment

Your Company has followed all relevant

Accounting Standards while preparing the

financial statements.

Management:

- The Management Discussion and Analysis

forms part of the Annual Report and are in

accordance with the requirements laid out in

Clause 34(2) (e) of the SEBI LODR.

- No material transaction has been entered into

by the Company with the Promoters, Directors

or the Management, their subsidiaries or

relatives etc. that may have a potential conflict

with interests of the Company.

- Your Company has instituted a comprehensive

Code of Conduct in compliance with the

SEBI regulations on prevention of insider

trading.

Proceeds from Public Issues, Right Issues,Preferential Issues etc.:

The Company discloses to the Audit Committee,

the uses/applications of proceeds/funds raised

from public issues, private placement of non-

convertible debentures, preferential issue, etc., if

any, as part of quarterly review of financial results.

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 ` 50,000/- per meeting of

the Board and @ of ` 25,000/- per meeting of the

Audit Committee and @ of ` 20,000/- per meeting

of the other Committees thereof, the Company also

pays commission to the Non-Executive Directors

of the Company.

For the Financial year 2015-16, considering the

financial performance of the Company, the Board

has decided to pay commission of ` 2.85 Crore

(Previous Year: ` 4.50 Crore) to the Non-Executive

Directors of the Company, which is within the limit

of 1% of the net profits of the Company, and

CMYK

137



pursuant to the authority given by the Shareholders

at the Annual General Meeting of the Company held

on 15 th September, 2015. The amount of

commission payable to the Non-Executive

Directors is determined after assigning weightage

to attendance and contribution (Board and

Committee Meetings), type and significance of

Details of remuneration, shareholding of the non-executive directors and the sitting fees paid tothe Directors for attending the meetings of Board and the Board Committees in the financial year2015-16 are as follows:

Name of the Director Commission Payable Sitting Fees Paid No. of Shares(Amount ` in lakh) (Amount ` in lakh) held

Mr. Kumar Mangalam Birla 261.10 3.40 4,609

Mrs. Rajashree Birla 8.10 1.70 127,634

Ms. Tarjani Vakil 3.60 6.65 177

Mr. P. Murari 3.25 4.75 -

Mr. B. R. Gupta 3.40 5.55 -

Mr. S. C. Bhargava 2.40 5.15 233

Mr. G. P. Gupta $ 1.30 2.75 339

Mr. T. Chattopadhyay #

(Commission to be paid to LIC) 1.85 3.00 -

$ Resigned w.e.f. 9 th November, 2015# Resigned w.e.f. 7 th April, 2016

The details of remuneration paid to the Managing Director/ Whole-time Director is as follows:

(Amount ` in Lakh)

Managing Director / No ofWhole - time Shares Remuneration during 2015-16Director held

All elements of Performance Service Stock option

remuneration linked, incentives contracts, details, if any

package i.e. along with notice period,

salary, benefits, performance severance fee

stock option, criteria

pensions etc.

Mr. Lalit Naik 87 331.89 148.96 See note See note (5)

Mr. Sushil Agarwal* 23,025 381.97* 75.08 (3 & 4)

* Relinquished the office of the Whole Time Director & CFO from the close of business hours on 30 th June, 2015. The remunerationincludes ` 231.64 Lakhs on account of execise of stock options.

Notes:1. No Director is related to any other Director on the Board, except for Mr. Kumar Mangalam Birla and Mrs. Rajashree Birla, who

are son and mother, respectively.

2. The Company has a policy of not advancing any loans to its Directors except to Executive Directors in the course of normalemployment.

3. The appointment of Executive Director is subject to termination by three months’ notice in writing by either side.

4. No severance fees are paid to any Director of the Company.

5. In terms of your Company’s Employee Stock Option Scheme - 2013 (“ESOS-2013”), during the Financial Year 2015-16, 14,628Stock Options have vested in Mr. Lalit Naik.

6. Performance Review System is primarily based on competencies and values. The Company closely monitors growth anddevelopment of top talent in the Company to align personal aspiration with the organization’s purpose.

All decisions relating to the remuneration of the Managing Director and the Whole time Director is

taken by the Board based on the remuneration policy and in terms of the resolution passed by the

shareholders of your Company.

meetings and preparations required, time spent,

etc. Based on the performance evaluation of the

Directors and the remuneration policy, the amount

of commission payable has been fixed by the

Board. The Company also reimburses the out-of-

pocket expenses incurred by the Directors for

attending the meetings.

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138


Statutory Reports

CEO/ CFO Certification:

The Managing Director and the Chief Financial

Officer of your Company have issued necessary

certificate pursuant to the provisions of Regulation

33 (2) (a) of the SEBI LODR and the same is

attached and forms part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Report forms part of

the Annual Report. Your Company complies with

the provisions of Regulation 34 of the SEBI LODR.

COMPLIANCE WITH CORPORATEGOVERNANCE REQUIREMENTS

The Company has complied with the corporate

governance requirements specified in regulation

17 to 27 and clauses (b) to (i) of sub-regulation (2)

of regulation 46 of the SEBI LODR

WEBSITE DISCLOSURES

The information as required to be disseminated on

the website of the Company pursuant to clauses

(b) to (i) of sub-regulation (2) of Regulation 46 of

the SEBI LODR, has been updated on the website

of the Company-www.adityabirlanuvo.com

COMPLIANCE CERTIFICATE

Compliance Certificate from the Statutory Auditors

confirming compliance with all the conditions of

Corporate Governance as stipulated in Regulation

34 read with Schedule V (E) of the SEBI LODR forms

part of the Annual Report.

Details of new Directors and Directors seekingre-appointment:

The Company has provided the details of new

Director and Directors seeking appointment /

re-appointment in the Notice of the Annual General

Meeting.

Quarterly Presentations on the Company results are

available on the website of your Company

(www.adityabirlanuvo.com /

www.adityabirlanuvo.co.in) and the Aditya Birla

Group website (www.adityabirla.com). The results

/ press - release are sent to the concerned Stock

Exchanges simultaneously so as to enable them

to put the results and press-release on their notice

board/ website. The Company also sends results /

press - release by e-mail (wherever available) to

shareholders immediately after the announcement

of results.

General Body Meetings:

Details of Annual General Meetings:

During the preceding three years, the Company’s

Annual General Meetings (AGMs) and also the

Court Convened Meetings (CCM) 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/EGM Date Time Special ResolutionPassed

2012-13 AGM 6th September, 2013 11:30 A.M. Yes1



2015-16 Court Convened 8th September, 2015 11.30 A.M. Resolution passed

Meeting approving the arrangement

embodied in the Composite

Scheme of Arrangement

in respect of the Apparel

Business of the Company4

1 For approval of terms of Appointment and Remuneration of Whole-time Director(s) and approval of Employee Stock Options

Scheme-2013 for the benefit of the employees of the Company and its Subsidiaries.

2 For approval of terms of Remuneration to Non-Executive Directors and approval of the offer or invitation to subscribe to Non

Convertible of Appointment of Whole-time Director(s) liable to retire by rotation and approval of payment of Debentures on a

private placement basis.

3 For approval of offer or invitation to subscribe to Non-Convertible Debentures on a private placement basis and appointment of

M/s. Sharepro Services (India) Pvt. Ltd. as the Company’s Registrars and Share Transfer Agents.

4 For approval of the Composite Scheme of Arrangement amongst Aditya BirIa Nuvo Limited and Madura Garments Lifestyle

Retail Company Limited and Pantaloons Fashion & Retail Limited and their respective shareholders and creditors under Sections

391 and 394 and other relevant provisions of the Companies Act, 1956.

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139



Person who conducted the Postal Ballotexercise: Mr. Bipin Makwana, Practising Company

Secretary, Ahmedabad, was appointed to act as

the scrutinizer for conducting the postal ballot and

E-voting exercise.

MEANS OF COMMUNCIATIONQuarterly ResultsNewspaper in which normally financial resultsare published in:

Newspaper Cities of PublicationBusiness Standard All editions

Economic Times All editions (Snapshot)

Western Times Gujarati (Ahmedabad)

Website, where : www.adityabirlanuvo.com

displayed the

information. www.adityabirla.com

Whether it also displays

official news releases : Yes

Presentations made to

investors/analysts : Yes

Shareholders’ Information : Published as a

separate section

in this report.

Status of Compliance of Non-MandatoryRequirements:

1) The Company maintains a separate office for

the Non-Executive Chairman. All necessary

infrastructure and assistance are made

available to enable him to discharge his

responsibilities effectively.

2) The position of the Chairman of the Board of

Directors and the Managing Director are

separate.

3) The Company’s statutory financial statements

are unqualified.

4) The Internal Auditor’s report to the Audit

Committee.

5) The quarterly, half-yearly and annual financial

results of the Company are furnished to the

Stock Exchanges and published in the

newspapers as per the requirements of the

SEBI LODR and the same are also posted on

the website of the Company.

Postal Ballot & E-Voting:Purpose: To seek approval of the Public

Shareholders for the Composite Scheme of

Arrangement amongst Aditya BirIa Nuvo Limited

and Madura Garments Lifestyle Retail Company

Limited and Pantaloons Fashion & Retail Limited

and their respective shareholders and creditors in

accordance with the SEBI Circular No.s CIR/CFD/

DIL/5/2013 dated February 4, 2013 and CIR/CFD/

DIL/8/2013 dated May 21, 2013.

Postal Ballot and E-Voting Period:August 8, 2015 to September 7, 2015

Details of Voting: Postal Ballot and E-Voting by Pubic Shareholders

No. of Shares held by No. of valid No. of Votes No. of VotesPublic Shareholders Votes polled in favour against

5,56,97,629 2,76,22,254 2,76,16,368 5,886

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140


Statutory Reports

CEO/CFO CERTIFICATION

To,

The Board of Directors

Aditya Birla Nuvo Limited.

1. We have reviewed the financial statements and the cash flow statement of Aditya Birla Nuvo Limited

for the year ended 31st March, 2016 and to the best of our knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

b) these statements together present a true and fair view of the Company’s affairs and are in

compliance with the existing accounting standards, applicable laws and regulations.

2. To the best of our knowledge and belief, no transactions entered into by the Company during the

year ended, are fraudulent, illegal or violate the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting

and we have evaluated the effectiveness of the internal control systems of the Company pertaining

to the financial reporting.

4. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation

of internal controls, if any, of which we are aware and the steps we have taken or proposed to be

taken to rectify the deficiencies.

5. We have indicated to the Auditors and the Audit committee:-

I. significant changes in the Company’s internal control over financial reporting during the year;

II. significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements; and

III. instances of significant fraud of which we have become aware and involvement therein, if any,

of the management or other employees having a significant role in the Company’s internal

control system over financial reporting.

Place: Mumbai Lalit Naik Pinky MehtaDate: 20th May, 2016 Managing Director Chief Financial Officer

DECLARATION

As provided under PART D of Schedule V of SEBI (LODR) , 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, 2016.

For Aditya Birla Nuvo Limited

Place: Mumbai Lalit NaikDate: 20th May, 2016 Managing Director

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Shareholders’ Information

141

Shareholders’ Information1. Annual General Meeting

Date and Time : 27th August, 2016 at 11.30 a.m.

Venue : Registered Office at

The Club Auditorium at

Indian Rayon Compound,

Veraval - 362 266, Gujarat, India

2. Financial Calendar for ReportingFinancial reporting for the quarter ending June 30, 2016 : August, 2016

Financial reporting for the half year ending

September 30, 2016 : November, 2016

Financial reporting for the quarter ending December 31, 2016 : February, 2017

Financial reporting for the year ending March 31, 2017 : May, 2017

Annual General Meeting for the year ended March 31, 2017 : August / September, 2017

3. Dividend Payment Date : On or after 30th August, 2016

4. Registered Office : Indian Rayon Compound,

Veraval - 362 266,

Gujarat, India

Phone: (02876) 243257

Email:

[email protected]

Web: www.adityabirlanuvo.com

CIN: L17199GJ1956PLC001107

5. (a) Listing Details:

Equity Shares Non-Convertible Global DepositoryDebentures Receipts (GDRs)

(GDR Program terminatedw.e.f. 8th December, 2015)

1. BSE Limited (BSE) BSE Limited (BSE) Luxembourg Stock

Phiroze Jeejeebhoy Towers, Phiroze Jeejeebhoy Towers, Exchange (LSE)

Dalal Street, Dalal Street, Societe de la Bourse de

Mumbai - 400 001 Mumbai - 400 001 Luxembourg

2. National Stock Exchange of Postal Address:India Ltd (NSE) B.P. 165 L-2011

Exchange Plaza, Plot No. C-1, Luxembourg.

G- Block, BandraKurla Complex, Mailing Address:Bandra (East), Mumbai- 400 051 35A, Boulevard Joseph II,

L-1840, Luxembourg.

Note: 1. Listing Fees for the year 2016-17 has been paid to the BSE Limited (BSE) and the National

Stock Exchange of India Limited (NSE).

2. No Listing fee for calendar year 2016 for the GDRs was required to be paid as the GDRs

Program has been terminated by the Company on 8th December, 2015.

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Statutory Reports

142

5. (b) Overseas Depository for Citibank N.A., Depository Receipts

GDRs (Till 8th December, 2015) 388 Greenwich Street, New York, NY – 10013, USA

Phone:001212-657-8782

5. (c) Domestic Custodian of GDRs ICICI Bank Limited

(Till 8th December, 2015) Securities Market Services

F7/E7 1st Floor, Empire Complex

414, Senapati Bapat Marg,

Lower Parel, Mumbai - 400 013

Phone: (+91-22) 66672000

5. (d) Debt Securities Wholesale Debt Market (WDM) segment of BSE

5. (e) Debenture Trustees: IDBI Trusteeship Services Limited (for 29th, 30th and

31st series Debentures) Asian building,

Ground Floor, 17, R. Kamani Marg, Ballard Estate,

Mumbai 400001

Tel: +91 022 40807000 Fax: +91 022 40807080

Email: [email protected]

6. Stock Code: ISIN – INE069A01017

Stock Code Reuters Bloomberg

Bombay Stock Exchange 500303 ABRL.BO ABNL IB

National Stock Exchange ABIRLANUVO ABRL.NS NABNL IN

7. Stock Price Data:

Year/Month BSE Limited National Stock Exchangeof India Limited

High Low Close Volume High Low Close Volume

(In `) (In Nos.) (In `) (In Nos.)

Apr-'15 1808.00 1518.70 1570.30 228,381 1810.00 1516.00 1568.00 2,771,646

May-'15 1913.25 1642.00 1807.20 1,014,582 1914.15 1630.00 1807.45 6,853,119

Jun-'15 1850.00 1665.00 1790.80 243,125 1819.80 1665.00 1786.60 3,397,556

July-'15 2265.00 1795.70 2202.20 532,480 2265.00 1789.00 2199.70 5,619,659

Aug'-15 2340.10 1905.80 2041.80 305,117 2344.85 1901.10 2045.50 4,296,723

Sep-'15 2214.50 1924.90 2139.45 224,784 2215.20 1916.55 2144.05 4,283,312

Oct-'15 2250.00 2058.70 2067.30 264,213 2249.00 2056.10 2064.15 2,288,741

Nov-'15 2128.00 1902.20 2101.65 163,124 2129.00 1901.00 2106.05 2,543,015

Dec-'15 2170.00 1910.25 2164.75 214,021 2171.80 1913.10 2167.15 2,813,520

Jan-'16 2364.00 836.50 875.50 2,647,826 2366.25 835.90 873.35 19,870,383

Feb-'16 897.50 685.00 710.75 503,473 897.50 684.30 712.35 6,966,206

Mar-'16 852.50 706.75 824.75 2,973,420 852.50 708.60 822.60 7,533,028

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143

ABNL SENSEX NIFTY

31-0

3-20

15

30-0

4-20

15

31-0

5-20

1530

-06-

2015

31-0

7-20

15

31-0

8-20

1530

-09-

2015

31-1

0-20

15

30-1

1-20

15

31-1

2-20

15

31-0

1-20

16

28-0

2-20

1631

-03-

2016

80

90

100

110

120

130

140

150

8. Indexed Stock Performance:*

9. Stock Performance and Returns:

Absolute Returns (in %) 1 Year 3 Year 5 Year

Aditya Birla Nuvo Limited* 5.54% 80.01% 115.64%

BSE Sensex -9.36% 34.54% 30.32%

NSE Nifty -8.86% 36.18% 32.65%

Annualized Returns (in %) 1 Year 3 Year 5 Year

Aditya Birla Nuvo Limited* 5.54% 21.65% 16.61%

BSE Sensex -9.36% 10.40% 5.44%

NSE Nifty -8.86% 10.84% 5.81%

* In order to consolidate its Branded apparels businesses, the Company has de-merged its Madura Fashion

Division into Aditya Birla Fashion and Retail Limited (ABFRL) through a Court approved Scheme of Arrangement.

The Scheme became effective on 9 th January 2016 and the stock price of the Company became ex-Madura and

got adjusted on the ex-date 20 th January 2016 to reflect the value of remaining businesses of the Company. The

stock performance graph and returns have been adjusted for issue of shares by ABFRL to the shareholders of

the Company against the demerger of Madura Fashion Division. (Source: Bloomberg)

10. Registrar and Transfer Agents (RTA):(For share transfers and other : Karvy Computershare Private Limitedcommunication relating to share Unit: Aditya Birla Nuvo Limited

certificates, dividend and change Karvy Selenium Tower B, Plot 31-32,

of address etc.) Gachibowli, Financial District, Nanakramguda,


E-mail : [email protected]

Tel. : 040-67161662

11. Share Transfer System: : Share Transfer in physical form is registered

normally within a period of 15 days from the

date of receipt, provided that the documents

are complete in all respects.

(Source: Bloomberg)

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Statutory Reports

144

Details of Shares Transferred during the Financial Year 2015-16

Transfer Period No. of Transfers No. of Shares % Cumulative(in Days)

Total %

1 – 5 200 7117 36.79 36.79

6 – 15 218 12230 63.21 100.00

16 and above 0 0 0.00 100.00

Total 418 19347 100.00

No transfer of physical shares was pending as on 31st March, 2016.

12. Investor Complaints details:

Nature of Complaints 2015-16 2014-15Received Attended Received Attended

Complaints relating to Transfer,

Transmission, Dividend, Demat, Non receipt 31 31 27 27

of Shares on amalgamation / demerger etc.

13. Distribution of Shareholding as on 31st March, 2016:

No. of Equity No. of % of No. of % ofShares Held Shareholders Shareholders Shares Held Shareholding

1 - 100 109311 80.43 2727722 2.09

101 - 200 12970 9.54 1864324 1.43

201 - 500 8722 6.42 2738106 2.10

501 - 1000 2726 2.01 1935716 1.49

1001 - 5000 1723 1.27 3348947 2.57

5001 - 10000 153 0.11 1078365 0.83

10001 and above 298 0.22 116529678 89.48

Total 135903 100.00 130222858 100.00

14. Categories of Shareholding as on 31st March, 2016:

Category of No. of % of No. of % ofShareholders Shareholders Shareholders Shares Held Shareholding

Promoters and Promoter Group 19 0.01 76,053,327 58.40

Banks, Mutual Funds Financial Institutions and Insurance CompaniesUTI and other Mutual Funds 135 0.10 10,670,928 8.19

Banks, Mutual FundsFinancial Institutions andInsurance Companies 100 0.07 7,409,241 5.69

Foreign Investors

FIIs 203 0.15 15,664,529 12.03

NRIs/OCBs 4,475 3.29 989,857 0.76

Corporates 1,628 1.20 4,450,696 3.42

Other - Individual/Trusts 129,343 95.17 14,984,280 11.51

Total 135,903 100.00 130,222,858 100.00

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145

15. Dematerialisation of Shares and Liquidity : 98.19% of outstanding equity shares have

been dematerialised as on 31st March, 2016.

Trading in shares of your Company is

permitted only in the dematerialised form.

16. Details on use of public funds obtained : No public funds have been obtained in

in the last three years last 3 years.

17. Outstanding GDRs/ADRS/ Warrants or any : Nil as the GDR Program has been terminated

Convertible instruments, Conversion date by the Company on 8th December, 2015.

and likely impact on Equity

18. Other useful information for theshareholders:i. Equity shares of the Company are under

compulsory demat trading by all investors,w.e.f. 5th April, 1999. Considering theadvantages of scripless trading,shareholders are requested in their owninterest to consider dematerialisation oftheir shareholding so as to avoidinconvenience in future.

ii. Non- Resident Shareholders:

Non-resident members are requested toimmediately notify the following to theCompany in respect of shares held inphysical form and to their DPs in respectof shares held in dematerialized form:

• Indian address for sending allcommunications, if not providedearlier;

• Email ID and Phone No. (s), if any.

• Change in their residential status onreturn to India for permanentsettlement;

• Particulars of the Bank Accountmaintained with a bank in India, if notfurnished earlier; (Please send aphotocopy of cancelled cheque leaf)

• RBI permission with date to facilitateprompt credit of dividend in their BankAccounts.

iii. Shareholders holding shares in physicalform are requested to notify to theCompany, change in their Address / PinCode number with proof of address andBank Account details promptly by writtenrequest. Beneficial Owners of shares indemat form are requested to send theirinstructions regarding change of name,bank details, nomination, power ofattorney, etc., directly to their DP.

iv. To prevent fraudulent encashment ofdividend warrants, members arerequested to provide their Bank Accountdetails (if not provided earlier) to theCompany (if shares are held in physical

form) or to DP (if shares are held in dematform) as the case may be, for printing ofthe same on their dividend warrants.

v. In case of loss/misplacement of shares,investors should immediately lodge FIR/Complaint with the Police and inform tothe Company along with original orcertified copy of the FIR/Acknowledgedcopy of Police complaint.

vi. In accordance with the provisions of Sec56(1) of the Companies Act, 2013, sharesare required to be lodged with a periodof 60 days from the date of execution ofinstrument of transfer. For expeditioustransfer of shares in physical form,shareholders should fill in complete andcorrect particulars in the transfer deed.Wherever applicable, registration numberof Power of Attorney should also bequoted in the transfer deed at theappropriate place.

vii. Shareholders are requested to keeprecord of their specimen signature beforelodgement of shares with the Companyto obviate the possibility of difference insignature at a later date.

viii. Shareholders of the Company who havemultiple accounts in identical name(s) orholding more than one Share Certificatein the same name under different LedgerFolio(s) in physical form are requested toapply for consolidation of such Folio(s)and sent the relevant Share Certificatesto the Company.

ix. Section 72 of the Companies Act, 2013,extends nominate on facility to individualsholding shares in physical form incompanies. Shareholders, in particular,those holding shares in single name, mayavail the above facility by furnishing theparticulars of their nominations in theprescribed Nomination Form, which canbe downloaded from the website of theCompany or obtained from KarvyComputershare Private Limited theRegistrar and Share Transfer Agent of the

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Statutory Reports

146

Product Name and Address of Auditor

Indian Rayon, Veraval M/s Ashwin Solanki & AssociatesViscose Filament Yarn & Chemicals 801-2, Goyal Trade Center, Above Sona Cinema,

Shantivan, Borivali (E), Mumbai- 400 066,Reg M. No.20602

Indo Gulf Fertilisers, Jagdishpur M/s K. G .Goyal & AssociatesFertilisers 289, Mahaveer Nagar - II, Maharani Farms,

Durgapura, Jaipur - 302 018. Reg. M. No. 10884

Jaya Shree Textiles, Rishra M/s R .Chakraborty & Co., 18,Textiles (Worsted Yarn) N.S. Road, 3rd Floor, Room No.10,

Kolkata - 700 001. Reg. M. No. 24403

Aditya Birla Insulators - Halol & Rishra M/s. S. S. PURANIK & ASSOCIATESInsulators FF-57, Suryakiran Complex Old Padra Road,

Vadodara - 390 015 Reg M. No.7113

Company by sending written requestthrough any mode including e-mail [email protected].

x. Shareholders are requested tovisit the Company's websitewww.adityabirlanuvo.com for

• Information on investor servicesoffered by the Company.

• Downloading of various forms/formats,viz., Nomination form, ECS Mandateform, Indemnity, Affidavits, etc.

• Registering your e-mail ID with theCompany to receive Notice of GeneralMeetings, Audited FinancialStatement, Directors' Report, Auditors'Report, etc., henceforth electronically.

xi. NECS Facility:

In terms of a notification issued by theReserve Bank of India, with effect from1st October, 2009, remittance of Dividendthrough ECS is replaced by NationalElectronic Clearing Service (NECS). Bankshave been instructed to move to the NECSplatform. The advantages of NECS overECS include faster credit of remittance tothe beneficiary's account, coverage ofmore bank branches and ease ofoperations. NECS essentially operates onthe new and unique bank accountnumber, allotted by bank post-implementation of Core Banking Systemof inward instructions and efficiency inhandling bulk transactions.

To enable remittance of dividend throughNECS, Members are requested to providetheir new account number allotted to themby their respective banks afterimplementation of Core Banking Solution.The account number must be providedto the Company in respect of shares held

in physical form and to the depositoryparticipants in respect of shares held inelectronic form.

xii. Correspondence with the Company:

Shareholders/Beneficial Owners arerequested to quote their Folio No. /DP IDand Client ID, as the case may be, in allcorrespondence with the Company's RTA- Karvy Computershare Private Limited,Registrar and Transfer Agents of theCompany (Karvy) at Hyderabad . Allcorrespondence regarding shares of theCompany should be addressed to Karvy.Karvy has also designated an exclusivee-mail ID [email protected] effective investor's services where theycan register their complaints/queries tofacilitate speedy and prompt redressal.

xiii. Cost Audit Reports

Ministry of Corporate Affairs (MCA) videits General Circular no. 8/2012 dated10th May, 2012 as amended on 09thJune, 2012 has mandated that all theCost Auditors and their concernedcompanies shall file their Cost AuditReports and Compliance Reports fromthe financial year 2011-12 onwards(including the overdue reports relating toany previous year ) in XBRL mode. Forthis purpose, the applicable taxonomy,business rules, validation tools etc. andalso the Product Group classificationrequired for preparing the Cost AuditReport and Compliance Reports as perthe notified Cost Accounting RecordsRules, 2011 and Cost Audit Report Rules,2011 have been prescribed. Accordingly,in compliance with the above circular, theCompany has filed the Cost Audit Reportand Compliance Report for the financialyear 2014-15 in XBRL mode.

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147

MK

xiv. Unclaimed Shares in Physical Form

Regulation 39 (4) of SEBI (ListingObligations and DisclosureRequirements), 2015 provides the mannerof dealing with the shares issued inphysical form pursuant to a public issueor any other issue and which remainsunclaimed with the Company. Incompliance with the provisions of the saidClause, the Company has sent threereminders under Registered Post to theShareholders whose share certificates

were returned undelivered and are lyingunclaimed. In case your shares are lyingunclaimed with the Company, you arerequested to claim the same by writing aletter to the Company.

A report in respect of the Equity Sharesissued in physical form pursuant to apublic issue or any other issue and lyingin the ABNL- Unclaimed SuspenseAccount as on 31st March , 2016 is asunder:-

Sr. Description Number of Number ofNo. Shareholders Equity Shares

1 Aggregate number of shareholders and the 5,423 1,78,286

outstanding shares lying in the Unclaimed Suspense

Account as at 1st April, 2015

2 Number of shareholders who have approached the 22 910

issuer for transfer of shares from the Unclaimed

Suspense Account during the year

3 Number of shareholders to whom shares were 22 910

transferred from the Unclaimed Suspense Account

during the year

4. Aggregate number of shareholders and the 5,401 1,77,376

outstanding shares lying in the Unclaimed

Suspense Account as at 31st March, 2016

19. Plant Locations:

Rayon Division: Textile Division: Fertiliser Division:

Indian Rayon Compound Jaya Shree Textiles Indo Gulf FertilisersVeraval - 362 266, Gujarat P.O. Prabhas Nagar - 712 249 P.O. Jagdishpur Industrial Area

Phone: (02876) 245711/248401 Dist Hooghly, West Bengal Dist. Amethi – 227 817

E-mail:[email protected] Phone: (033) 26001200 Uttar Pradesh,

Phone: (05361) 270032-38

E:mail: [email protected]

Insulator Division: Insulator Division:

Aditya Birla Insulators, Rishra Aditya Birla Insulators, HalolP.O. Prabhas Nagar, Rishra P.O. Meghasar Taluka, Halol

Dist. Hoogly 712 249 Dist. Panchmahal - 389330

West Bengal Gujarat

Phone: (033) 26723535 Phone: (02676) 221002

E-mail: [email protected] E-mail: [email protected]

20. Investor Correspondence:

Registered Office:Aditya Birla Nuvo Limited

Indian Rayon Compound,

Veraval - 362 266

Gujarat

Phone: (02876) 243257

E-mail: [email protected]

Registrar & Share Transfer Agent:Karvy Computershare Private Limited

Unit: Aditya Birla Nuvo Limited

Karvy Selenium Tower B, Plot 31-32,

Gachibowli, Financial District,

Nanakramguda,


E-mail [email protected]

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Statutory Reports

“ As a nation we have embarked on the journey of social change through inclusive

growth. A shared sense of community through shared responsibilities, both by the

Government and corporates is apparent today. We have always been engaged in

reaching out to communities through the spirit and culture of giving and caring, the

spirit of compassion and service, which has been a legacy passed on from the Birla

family, generation after generation. Our CSR activities are focused and strategic.

We plough in resources, both financial and manpower where our work truly impacts

the lives of the underprivileged. At the Aditya Birla Group level through our outreach

programmes we pan out to 7.5 million people across 5,000 villages. ”– Mrs. Rajashree BirlaChairperson

Aditya Birla Centre for Community Initiatives and Rural Development

Our focus is on healthcare, education, sustainable

livelihood, infrastructure, and social reform.

HEALTHCARE

This year, we conducted over 50 medical camps and

23 speciality medical camps servicing over 27,550

persons. Among these feature family welfare camps,

health check-ups for ailments such as malaria, filaria,

diarrhoea, diabetes, hepatitis, arthritis, skin diseases,

gynaecological disorders and cardiac related issues.

Thousands of villagers in the remotest areas also

availed of the facilities offered by us through our rural

mobile medical van services. Those afflicted with

serious ailments were referred to our hospitals.

A 33 bed multi-speciality hospital named Aditya Birla

Hospital was set-up this year to provide quality medical

services and to cater to the requirement of rural

population at Veraval. Over 4,742 patients have been

treated at this hospital.

Our hospitals and medical centres at plant locations in

remote areas of the country attended to more than

1,10,060 patients for minor and major ailments.

Furthermore, health awareness camps, rural mobile

camps, eye-check up and cataract camps,

immunisation and pulse polio camps, family planning

and mother-child health camps are routinely organised

in Jagdishpur, Veraval, Rishra and Halol. Over 46

mobile camps were organised at Veraval benefiting

11,161 patients.

At Indo Gulf Fertilisers, 99,140 patients availed of the

company’s facilities at its 50 bed multi-speciality

hospital.

At Rishra and Barasat in Kolkatta, 10,096 patients came

to the Homeopathy Clinics Run by the Aditya Birla Jan

Seva Trust. At the eye camps conducted by us, 2,065

patients were treated for cataract and other eye-

ailments.

At Indo Gulf Fertilisers, Jagdishpur, under the [WASH]

Water Sanitation and Health Project, 4,201 children

benefited through hand wash and sanitation awareness.

For effective hand wash, children were trained in a

unique eight-step hand wash technique. Under the

malaria/dengue/diarrhoea control programme at Indo

Gulf Fertilisers 27,684 people in 6 villages were

examined.

In collaboration with the Gandhi Memorial Leprosy

Foundation, Kolkata, the Rishra Unit of Jaya Shree

Textiles, treated 6,464 patients under the Rishra Leprosy

TB AIDS Control project (RISLEP).

At Indo Gulf, Jagdishpur, 6,618 patients were looked

after for various skin ailments at the unit’s Skin Care &

Rehabilitation Centre; of these, 66 patients were

successfully treated for leprosy.

More than 3.34 lakh people benefitted through the

healthcare services provided by us this year.

MOTHER AND CHILD HEALTH CARE

We reached out to more than 5,000 children and

mothers through pre and post-natal immunisation and

vaccination camps organized by Indian Rayon, Veraval

and Jaya Shree Textiles, Rishra. Additionally, across

our company units 1,65,592 children were immunized

against polio. This is a collaborative project with the

District Health Department.

Social Report

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Social Report

SAFE DRINKING WATER AND SANITATION

At Indo Gulf Fertiliser, Jagdishpur, 65 community, and

individual household hand pumps were repaired,

benefiting 7,414 people.

At Indian Rayon, Veraval, 2 new community hand

pumps were installed aiding 1,299 people.

All of our units are actively engaged in the Swachha

Bharat Abhiyan and are contributing directly and

mobilising government funds for the construction of

individual household toilets. So far we have constructed

809 toilets through our units and 335 more toilets in

partnership with the Swachha Bharat Abhiyan

movement, thus enabling 8,828 people have decent

sanitation facilities. Toilet blocks were also constructed

by us in schools.

EDUCATION:

Across our plant locations, we support 93 schools,

providing quality education to 15,076 children. Merit

scholarships, coaching in English, Maths, Science,

career guidance, giving note-books, uniforms and other

educational aids, and supporting sports and cultural

activity form the gamut of our engagement.

We foster the cause of the girl child through

encouraging and supporting 748 girl students at 8

Kasturba Gandhi Balika Vidyalayas (KGBV). At Indo

Gulf Fertilisers (5 KGBVs: 500 girls), Indian Rayon (2

KGBVs: 148 girls) and Aditya Birla Insulators (1 KGBV:

100 girls). This programme is run in association with

the Sarva Shiksha Abhiyan scheme. Our involvement

extends to enrollment, merit scholarships, coaching in

English, career guidance, health / hygiene awareness

camps, distribution of uniforms and educational aids

and organizing , health check-up camps. In addition,

we run a tailoring training centre to accord them

livelihood skills.

Bicycles given by Indo Gulf Fertilisers to 17 college-

going girls has facilitated their pursuing higher

education.

At Indo Gulf Fertilisers’ Adult Literacy Programme

running across 10 centres, 250 rural women are

enthusiastic first time learners.

Project Gyanarjan, aimed at offering special coaching

in maths and science to students appearing at board

level exams has been a boon to the underprivileged

students at Rishra and Barasat in Kolkata. The 589

students from the 10th, 11th and 12th grades who have

attended these extra tutorials have gained enormously,

with most of them able to get admission in reputed

colleges.

SUSTAINABLE LIVELIHOOD:

Through Project Kaushalya, we provide vocational

skills to dropouts from the rural areas. This makes

them employable. This year 830 students enrolled for

the 6 trades at our 3 training centres at Indo Gulf

Fertilisers and Jaya Shree Textiles. We have roped in

Confederation of Indian Industry (CII) to conduct these

skills training activities. These include Retail Sales,

Electrical, BPO, Beauty and Health Care, Garments

Design, Auto Mechanic and Mobile Repair.

Mentored by Aditya Birla Retail through project Anya,

we have enlisted 35 women at Rishra and Barasat for

making jute bags, which are sold to MOREMegastores. These women are able to supplement

their family income approximately with ` 5,000/-.

At our 5 franchise tailoring centres and 9 rural extension

tailoring centres coordinated by Indo Gulf Fertilisers,

508 women mastered tailoring. Additionally, at Indian

Rayon yet another 126 women went through tailoring

classes.

BAIF is engaged with us at Indian Rayon in our farmer

support programme. This includes breed improvement

processes through artificial insemination in cattle.

More than 8,436 farmers have leveraged our

endeavours.

Furthermore, NABARD and the District Horticulture

Department proved great knowledge partners. Aligned

with us they trained 848 farmers in developing kitchen

gardens and commercial vegetable farming.

Through our 101 farmers’ clubs at Indian Rayon, the

skills of 591 farmers were further honed through

familiarizing them with best in class farming practices.

INFRASTRUCTURE DEVELOPMENT:

Our activities here continue. As in the past, we have

helped the locals through building of water harvesting

structures, and approach roads, internal concrete roads

in villages, drainage systems. Alongside we have

constructed additional classrooms, repaired school

buildings, and erected boundary walls, maintained

playgrounds and health centres. Through our

interventions, we have reached out to 22,809 people

across all our units.

ESPOUSING SOCIAL CAUSES:

To bring in social reform through attitudinal changes,

we work with communities. These include advocacy

against child labour, illiteracy, child marriages, the

marginalisation and abuse of the girl child and women,

drunken behaviour, maintaining poor hygiene and so

on. We also promote rural sports, cultural programmes

and conduct mass marriage ceremonies. This year

our programmes reached out to 11,240 people.

OUR INVESTMENTS:

For the year 2015-16, our CSR spend was ` 7.40 Crore.

In addition, we mobilised ` 22.07 Crore through the

various schemes of the Government, bank loans and

partly from the beneficiaries as well. We act as catalysts

for the community. This has enabled us expand our

reach.

Our Board of Directors, our Management and our

colleagues across the Company are committed to

inclusive growth.

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Statutory Reports

A glimpse of our work among communities in the hinterland of our Country

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Independent Auditors’ Report


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Standalone Financial Statements

STANDALONE


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To the Members of Aditya Birla Nuvo Limited

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of Aditya Birla Nuvo Limited ("the

Company"), which comprise the Balance Sheet as at March 31, 2016, 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, in which are incorporated the branch's financial statements for the

year ended on that date audited by the branch auditors of the Company's branch at Veraval.

Management's Responsibility for the Standalone Financial StatementsThe Company's Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 specified under section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and the

design, implementation and maintenance of adequate internal financial control that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the standalone 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 standalone financial statements based on our

audit. We have taken into account the provisions of the Act, the accounting and auditing standards

and matters which are required to be included in the audit report under the provisions of the Act and

the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing,

issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether the standalone 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 standalone financial statements, whether due

to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company's preparation of the standalone financial statements that give a true and fair

view in order to design audit procedures that are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by the Company's management and Board of Directors, as well as

evaluating the overall presentation of the standalone financial statements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on

the standalone financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the

standalone financial statements give the information required by the Actin the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India of

the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year

ended on that date.


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Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor's report) Order, 2016 ("the Order") issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in theAnnexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of accounts required bylaw have been kept by the Company sofar as it appears from our examination of those books and proper returns adequate for thepurposes of our audit have been received from branch not visited by us;

(c) The reports on the accounts of the branch office of the Company audited under section 143(8) of the Act by branch auditors has been sent to us and have been properly dealt by us inpreparing this report;

(d) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account and with the audited financial statementsreceived from branch not visited by us;

(e) In our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014;

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

(g) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in"Annexure 2" to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position inits standalone financial statements - Refer Note 46(iv)(b) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accountingstandards, for material foreseeable losses, if any, on long-term contracts includingderivative contracts Refer Note 46(iv)(a) to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and Protection Fund by the Company.

Other MatterThe accompanying standalone financial statements include total assets of ` 828.51 Crores as atMarch 31, 2016, and total revenues of ` 928.30 Crores for the year ended on that date, in respect ofa branch, which has been audited by one of us jointly with other branch auditors, which financialstatements, other financial information and auditor's reports have been furnished to us. Our opinion, inso far as it relates amounts and disclosures included in respect of the branch is based solely on suchreport. Our opinion is not modified in respect of this matter.

For and on behalf of For and on behalf ofKHIMJI KUNVERJI & CO. S R B C & CO LLPChartered Accountants Chartered AccountantsICAI Firm Registration Number: 105146W ICAI Firm Registration Number: 324982E/E300003

per Shivji K. Vikamsey per Vijay ManiarPartner PartnerMembership Number: 2242 Membership Number: 36738Mumbai MumbaiDate: May 20, 2016 Date: May 20, 2016

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Annexure 1 referred to in paragraph 1 under the heading "Report on other legal and regulatoryrequirements "of our report of even dateRe: Aditya Birla Nuvo Limited (the Company)(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 programme of verification which, in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such verification.

(c) According to the information and explanations given by the management the title deeds ofimmovable properties, other than self-constructed buildings, included in fixed assets areheld in the name of the Company except mentioned below:

No. of Asset Gross Net RemarksCases Category Block Block1 Leasehold 1.33 1.33 Titles deeds pending to be registered

Land in the name of the Company.

2 Buildings 22.99 19.04

3 Freehold land 7.05 7.05 Title deeds are in the names of the entitieswhich got merged with the Company inthe past.

As explained to us, steps are being taken to complete the name transfer formalities.

(ii) The inventory has been physically verified by the management during the year. In our opinion, thefrequency of verification is reasonable. No material discrepancies were noticed on such physicalverification. Inventories lying with third parties have been confirmed by them and no materialdiscrepancies were noticed in respect of such confirmations.

(iii) According to the information and explanations given to us, the Company has not granted anyloans, secured or unsecured to companies, firms, Limited Liability Partnerships or other partiescovered in the register maintained under section 189 of the Act. Accordingly, the provisions ofclause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence notcommented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions ofsection 185 and 186 of the Act in respect of loans to directors including entities in which they areinterested and in respect of loans and advances given, investments made and, guarantees, andsecurities given have been complied with by the Company.

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to therules made by the Central Government for the maintenance of cost records under section 148(1)of the Act, related to the manufacture or service of Company's products to which said rules areapplicable, and are of the opinion that prima facie, the specified accounts and records havebeen made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputedstatutory dues including provident fund, employees' state insurance, income-tax, sales-tax,service tax, duty of custom, duty of excise, value added tax, cess and other material statutorydues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payablein respect of provident fund, employees' state insurance, income-tax, service tax, sales-tax,duty of custom, duty of excise, value added tax, cess and other material statutory dues wereoutstanding, at the year end, for a period of more than six months from the date they becamepayable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax,service tax, duty of custom, duty of excise, value added tax and cess on account of anydispute, are as follows:

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Name of the Nature of the Period Forum where AmountStatute Dues dispute is pending (` in Crores)

Income Tax Tax Demand AY 2006-07, Commissioner 121.87Act, 1961 AY 2009-10 to (Appeals)

AY 2012-13

AY 2010-11 & ITAT 0.99AY 2011-12

Customs Act, Tax Demand, 1975-76, 1976-77, High Court 0.391962 Interest and Penalty 1986-87 & 2001-02

2003-04, 2007-08 CESTAT 0.492009-10, 2013-14

2013-14 Commissioner 0.76(Appeals)

2004-05, 2005-06, Assessing authorities 0.162008-09

Central Excise Excise Duty, 1977-78, 1986-87 High Court 0.06Act, 1944 Interest and Penalty

1985-86, 1991-92, CESTAT 0.301995-96 & 2004-05,2008-09

1994-95, 1996-97 & Commissioner 0.891998-99, 2005-2006 (Appeals)to 2011-12

1997-98 to 2000-01 Commissioner/Deputy 0.05Commissioner

Sales Tax Act Entry Tax 2013-14 to 2015-16 High Court 15.99

Sales Tax, Value 1999-00, 2004-05 High Court 0.09Added Tax, Central 2007-08, 2008-09 Appellate Tribunal 0.99Sales Tax, 1995-96 to 2012-13 Commissioner 16.01Non-Submission of (Appeals)/Divisionalforms, Purchase Tax, BoardsTrade Tax including 2007-08, 2011-12 Assessing authorities 3.01Interest

Finance Act, 1994 Service Tax including 2002-03, 2003-04, CESTAT 4.61(Service Tax) Interest and Penalty 2006-07 to 2010-11

2006-07, 2007-08, Commissioner 1.802012-13 (Appeals)

Gujarat Green Cess on generation 2011-12 to 2014-15 Supreme Court 2.29Cess Act, 2011 of electricity through of India

captive powergeneration plants

(viii) In our opinion and according to the information and explanations given by the management, theCompany has not defaulted in repayment of dues to a financial institution, bank or governmentor debenture holders.

(ix) Based on the information and explanations given to us by the management, term loans wereapplied for the purpose for which the loans were obtained other than temporary deploymentIdle/surplus funds which have been invested in liquid assets.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair viewof the financial statements and according to the information and explanations given by themanagement, we report that no fraud by the Company or no fraud on the Company by theofficers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerialremuneration has been paid / provided in accordance with the requisite approvals mandated bythe provisions of section 197 read with Schedule V to the Act.

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(xii) In our opinion, the Company is not a nidhi Company. Therefore, the provisions of clause 3(xii) ofthe order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with therelated parties are in compliance with section 177 and 188 of Act where applicable and thedetails have been disclosed in the notes to the financial statements, as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and based on our examination of therecords of the Company, the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year under review andhence, reporting requirements under clause 3(xiv) are not applicable to the Company andhence not commented upon.

(xv) According to the information and explanations given by the management, the Company has notentered into any non-cash transactions with directors or persons connected with him as referredto in section 192 of the Act.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of theReserve Bank of India Act, 1934 are not applicable to the Company.

For and on behalf of For and on behalf ofKHIMJI KUNVERJI & CO. S R B C & CO LLPChartered Accountants Chartered AccountantsICAI Firm Registration Number: 105146W ICAI Firm Registration Number: 324982E/E300003

per Shivji K. Vikamsey per Vijay ManiarPartner PartnerMembership Number: 2242 Membership Number: 36738Mumbai MumbaiDate: May 20, 2016 Date: May 20, 2016

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Annexure 2 to the Independent Auditor's Report of even date on the Standalone FinancialStatements of Aditya Birla Nuvo Limited.Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 ("the Act")We have audited the internal financial controls over financial reporting of Aditya Birla Nuvo Limited

("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial

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

Management's Responsibility for Internal Financial ControlsThe Company's Management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants

of India. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient conduct

of its business, including adherence to the Company's policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the

Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an

audit of internal financial controls. Those Standards and the Guidance Note require that we comply

with ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was established and maintained

and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed

risk. The procedures selected depend on the auditor's judgement, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other

auditors in terms of their report referred to in the Other Matters paragraph below is sufficient and

appropriate to provide a basis for our audit opinion on the internal financial controls system over

financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA Company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

Company's internal financial control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company

are being made only in accordance with authorisations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the Company's assets that could have a material effect on the

financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

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error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2016, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated in

the Guidance Note.

Other MatterOur report under Section 143(3) (i) of the Act on the adequacy and operating effectiveness of the

internal financial controls over financial reporting of the Company, insofar as it relates to one branch

which is audited by one of us jointly with other auditors, is based on their corresponding report.


KHIMJI KUNVERJI & CO. S R B C & CO LLPChartered Accountants Chartered Accountants


per Shivji K. Vikamsey per Vijay ManiarPartner Partner


Mumbai Mumbai

Date: May 20, 2016 Date: May 20, 2016

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` in CroresAs at As at

Note No. 31st March, 2016 31st March, 2015EQUITY AND LIABILITIES(A) Shareholders’ Funds

Share Capital 2 130.22 130.14Reserves and Surplus 3 8,429.00 8,388.85

Sub-Total - (A) 8,559.22 8,518.99(B) Non-Current Liabilities

Long-term Borrowings 4A 1,271.12 1,480.46Deferred Tax Liabilities (Net) 5 172.78 106.38Other Long-term Liabilities 6A 5.26 114.59Long-term Provisions 7A 5.73 6.04

Sub-Total - (B) 1,454.89 1,707.47(C) Current Liabilities

Short-term Borrowings 4B 2,364.58 1,959.37Trade Payables - Total Outstanding Dues of 8

– Micro Enterprises and Small Enterprises 0.68 1.06– Creditors other than micro enterprises and

Small Enterprises 660.41 1,686.92Other Current Liabilities 6B 464.90 494.45Short-term Provisions 7B 213.54 266.56

Sub-Total - (C) 3,704.11 4,408.36

TOTAL (A) + (B) + (C) 13,718.22 14,634.82

ASSETS(D) Non-Current Assets

Fixed AssetsTangible Assets 9A 1,507.27 1,713.63Intangible Assets 9B 14.92 45.93Capital Work-in-Progress 50.22 108.02Intangible Assets under Development 4.82 —

1,577.23 1,867.58Non-Current Investments 10A 8,920.79 8,694.99Long-term Loans and Advances 11A 76.20 196.63Other Non-Current Assets 12A 28.32 0.74

Sub-Total - (D) 10,602.54 10,759.94(E) Current Assets

Current Investments 10B 551.55 30.00Inventories 13 680.02 1,247.22Trade Receivables 14 1,435.18 2,153.17Cash and Bank Balances 15 108.09 45.05Short-term Loans and Advances 11B 149.29 273.62Other Current Assets 12B 191.55 125.82

Sub-Total - (E) 3,115.68 3,874.88

TOTAL (D) + (E) 13,718.22 14,634.82

Significant Accounting Policies 1

The accompanying Notes are an integral part of the Financial Statements.

Balance SheetAs at 31st March, 2016

As per our attached Report of even date For and on behalf of the Board of Directors

For KHIMJI KUNVERJI & CO. For S R B C & CO LLP KUMAR MANGALAM BIRLAICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E/E300003 ChairmanChartered Accountants Chartered Accountants

LALIT NAIKManaging Director

PINKY MEHTAChief Financial Officer

Per SHIVJI K. VIKAMSEY Per VIJAY MANIARPartner Partner ASHOK MALUMembership No. 2242 Membership No. 36738 President & Company Secretary

Mumbai, May 20, 2016 Mumbai, May 20, 2016

RAJASHREE BIRLATARJANI VAKILP. MURARIB. R. GUPTAS. C. BHARGAVAV. CHANDRASEKARANDirectors

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Notes

` in CroresYear Ended Year Ended

Note No. 31st March, 2016 31st March, 2015

Revenue from Operations 16 5,661.35 9,118.12

Less: Excise Duty (194.90) (180.08)

Net Revenue from Operations 5,466.45 8,938.04Other Income 17 139.58 171.51

Total Revenue 5,606.03 9,109.55

ExpensesCost of Materials Consumed 18 2,931.45 3,324.76

Purchase of Stock-in-Trade 19 269.21 1,283.31

Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (67.05) (43.66)

Employee Benefits Expenses 21 450.16 741.60

Power and Fuel 652.59 842.28

Other Expenses 22 523.58 1,775.67

Total Expenses 4,759.94 7,923.96

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) 846.09 1,185.59Depreciation and Amortisation Expenses 23 119.04 189.36

Finance Cost 24 280.00 263.30

Profit Before Exceptional Item and Tax 447.05 732.93Exceptional Items 45 56.44 —

Profit Before Tax 503.49 732.93Tax Expenses

Current Tax 162.10 185.92

Write Back of Excess Provision for Tax Related to Earlier Years (32.88) (5.61)

Deferred Tax 14.25 24.93

Profit for the Year 360.02 527.69

Profit Before Tax from Continuing Operations 503.49 424.51

Tax Expense of Continuing Operations 143.47 99.95

Profit from Continuing Operations (A) 360.02 324.56

Profit/(Loss) Before Tax from Ordinary Activities of Discontinued Operations — 308.42

Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations — 105.29

Profit from Discontinued Operations After Tax (B) 38A — 203.13

Profit for the Year (A) + (B) 360.02 527.69

Basic Earnings Per Share (`) 27.66 40.56Diluted Earnings Per Share (`) 35 27.63 40.49(Face Value of ` 10/- each)



}

Statement of Profit and LossFor the year ended 31st March, 2016








Balance Sheet / Statement of Profit and Loss

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` in Crores

PARTICULARS 2015-16 2014-15

A CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 503.49 732.93

Adjustments for:

Depreciation and Amortisation Expenses 119.04 189.36

Provision for Bad and Doubtful Debts, andAdvances and Bad Debts written off 10.55 11.05

Provision for Diminution in Value ofInvestments in Subsidiary — 0.43

Diminution/(Reversal of Diminution)in Value of Fertiliser Bonds — (1.54)

Employee Stock Options Expenses 4.85 3.76

Unrealised (Gain)/Loss on Foreign Exchange 12.62 (9.42)

Finance Costs 280.00 263.30

Interest Income (51.81) (36.06)

(Gain)/Loss on Fixed Assets Sold 0.31 (5.61)

(Gain)/Loss on Sale of Investments (20.65) (8.32)

Gain on Redemption of PreferenceShares of Subsidiary — (18.75)

Dividend Income (53.60) 301.31 (89.67) 298.53

OPERATING PROFIT BEFOREWORKING CAPITAL CHANGES 804.80 1,031.46

Adjustments for:

Decrease/(Increase) in Trade Receivables 166.00 (212.62)

Decrease/(Increase) in Loans and Advances 13.28 (32.98)

Decrease/(Increase) in Other Assets (78.99) 29.43

Decrease/(Increase) in Inventories (56.80) (143.28)

Increase/(Decrease) in Trade Payables (51.62) 202.39

Increase/(Decrease) in Other Liabilities (0.81) 47.44

Increase/(Decrease) in Provisions 10.73 1.79 20.73 (88.89)

CASH GENERATED FROM OPERATIONS 806.59 942.57

Income Taxes Refund/(Paid) (172.92) (154.82)

NET CASH (USED IN)/FROMOPERATING ACTIVITIES 633.67 787.75

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Tangible Assets (109.93) (227.33)

Purchase of Intangible Assets (5.09) (6.67)

Sale of Tangible Assets 1.98 10.57

Acquisition of Additional Shares/Investments in Subsidiary (977.36) (743.08)

Redemption of Preference Shares of Subsidiary — 33.75

Proceeds from Liquidation of Subsidiary — 0.84

Sale of Investment of Associate — 0.01

Sale of Investments of Subsidiary 10.00 —

Cash Flow StatementFor the year ended 31st March, 2016

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Notes

Demerger of Madura Business(Net of Cash and Cash Equivalents) 289.05 —

Sale/(Purchase) of Current Investments (Net) 86.41 (21.87)

Sale of Long-term Investments 0.22 —

Inter-Corporate Deposits to Subsidiaries – Given (54.38) (221.23)

Inter-Corporate Deposits to Subsidiaries – Received Back 103.41 691.07

Other Bank Deposits (having original maturitymore than three months) (45.01) —

Interest Received from Subsidiaries 2.28 17.03

Interest Received 49.53 20.92

Dividend Received from Subsidiaries — 51.80

Dividend Received from Joint Ventures 50.25 33.50

Dividend Received on Other Long-term Investments 3.35 3.35

Dividend Received on Current Investments — 1.02

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (595.29) (356.32)

C CASH FLOW FROM FINANCING ACTIVITIES

Redemption of Preference Shares — (0.10)

Proceeds from Issue of Shares(including Securities Premium) 7.13 3.59

Repayment of Long-term Borrowings (245.36) (227.88)

Proceeds from Long-term Borrowings 202.52 337.38

Proceeds/(Repayment) from Short-termBorrowings (Net) 406.73 (177.76)

Dividends Paid (91.12) (91.08)

Corporate Dividend Tax Paid (18.55) (6.68)

Interest Paid (281.97) (263.25)

NET CASH (USED IN)/FROM FINANCING ACTIVITIES (20.62) (425.78)

NET INCREASE IN CASH AND CASH EQUIVALENTS 17.76 5.65

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 41.51 35.86

CASH AND CASH EQUIVALENTS (CLOSING BALANCE)(Refer Note: 15) 59.27 41.51

Significant Accounting Policies Refer Note: 1


` in Crores









Cash Flow Statement

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NOTE: 1

SIGNIFICANT ACCOUNTING POLICIES:

I. BASIS OF PREPARATION

The financial statements have been prepared in accordance with the 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 AccountingStandard (AS) Notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies(Accounts) Rules, 2014. The accounting policies have been consistently applied by the Company and are consistent withthose used in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle, andother criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of products and the time betweenthe acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained itsoperating cycle as up to twelve months for the purpose of current/non-current classification of assets and liabilities.

II. USE OF ESTIMATES

The 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 DEPRECIATION

Tangible Fixed Assets, capital work-in-progress are stated at cost, less accumulated depreciation and impairment loss, ifany. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for itsintended use. Each part of an item of property, plant and equipment, with a cost that is significant in relation to the total costof the item, is depreciated separately. This applies mainly to components for machinery. When significant parts of fixedassets are required to be replaced at intervals, the Company recognises such parts as individual assets with specific usefullives and depreciates them accordingly. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation on Tangible Fixed Assets is provided on Straight-Line method using the rates arrived at based on the usefullives as specified in the Schedule II of the Companies Act, 2013, or estimated by the management. The Company has usedthe following useful life to provide depreciation on its fixed assets.

A: Assets where useful life is same as Schedule II

Assets Useful Life as Prescribed bySchedule II of the Companies Act, 2013

1. Plant & Machinery:- Continuous Process Plant 25 Years

2. Buildings (other than factory buildings) RCC Frame Structure 60 Years

3. Factory Buildings 30 Years

4. Fences, Wells, Tube Wells 5 Years

5. Borewell (Pipes, Tubes and Other Fittings) 5 Years

6. Bridges, Culverts, Bunders, etc. 30 Years

7. Others (including temporary structure, etc.) 3 Years

8. Carpeted Roads – RCC 10 Years

9. Carpeted Roads – other than RCC 5 Years

10. Non-carpeted Roads 3 Years

11. General Laboratory Equipment 10 Years

12. Electrical Installations and Equipment (At Factory) 10 Years

13. Motors, Tractors, Harvesting Combines and Heavy Vehicles 8 Years

Notes Forming Part of Financial Statements

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Notes

B: Assets where useful life differ from Schedule II

Assets Useful Life as Prescribed by Estimated Useful LifeSchedule II of the Companies Act, 2013

1. Plant & Machinery:

1.1 :- Other than Continuous Process Plant 15 Years 15 Years and 20 Years(Single Shift)

1.2 :- Other than Continuous Process Plant Additional 50% depreciation over 20 Years(Double Shift) single shift (10 Years)

1.3 :- Other than Continuous Process Plant Additional 100% depreciation over 10 Years and 15 Years(Triple Shift) single shift (7.5 Years)

2. Thermal/Gas/Combined Cycle Power 40 Years 25 YearsGeneration Plant

3. Buildings (other than factory buildings) 30 Years 60 Yearsother than RCC Frame Structure

4. Office Electronic Equipment 5 Years 4 Years

5. Office Computers (end-user devices 3 Years 4 Yearsdesktop, laptops)

6. Servers 6 Years 4 Years

7. Vehicles 8 Years to 10 Years 4 Years to 5 Years

8. Electrically-operated Vehicles 8 Years 5 Years

9. Furniture & Fixtures and Other Office 10 Years 5 Years to 7 YearsEquipment

Useful life of assets different from prescribed in Schedule II has been estimated by the management supported by technicalassessment.

C: Plant and Machinery

Separately identified Component of Plant and Machinery 2 to 25 Years

D: Leasehold Assets

Leasehold Land Period of Lease

Fixed Assets, individually costing less than Rupees five thousand, are fully depreciated in the year of purchase.

Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-rata basis with 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.

IV. INTANGIBLE ASSETS AND AMORTISATION

Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any.Intangible assets are amortised on a straight-line basis over their estimated useful lives.

Assets Estimated Useful Life

Brands/Trademarks 10 Years

Technical Know-how 7 Years

Computer Software 3 Years

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 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.

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.

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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 policy:

(i) Foreign exchange difference on account of a depreciable asset is adjusted in the cost of the depreciable asset, whichwould be depreciated over the balance life of the asset.

(ii) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item TranslationDifference Account, and amortised over the balance period of such long-term asset/liability.

Exchange difference on re-statement of all other monetary items is recognised in the Statement of Profit and Loss. Othernon-monetary items like fixed assets are carried in terms of historical cost using the exchange rate at 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, currency swap and interest rate swaps to hedge its risks associated with foreign currency fluctuationsand interest rate and designates such 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 contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts are recognisedin Hedging Reserve (net of taxes) under Reserves and Surplus, and reclassified into, i.e., recognised in the Statement ofProfit and Loss in the period or periods during which the underlying hedged item assumed affects profit or loss. Theineffective 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.

As per the Institute of Chartered Accountants of India (ICAI) announcement regarding accounting for derivative contracts,other than covered under AS-11 and designated contracts described above, these are mark-to-market on the portfolio basisand net loss after considering the offsetting effect on the underlying hedged item is charged to the income statement.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 include acquisition charges such as brokerage, stampduty, taxes, etc. Current Investments are stated at lower of cost and net realisable value. Long-term investments are statedat cost after deducting provisions made, if any, for other than temporary diminution in the value.

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, areexpected to be sold at or above cost.

Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realisable value. Finished goodsand work-in-progress include costs of conversion and other costs incurred in bringing the inventories to their presentlocation 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 unserviceableinventory are duly provided for.

Certified Emission Reductions (CERs) are valued at lower of cost and net realisable value. Cost includes consultant’s feeand the cash payment made under the 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.

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Notes

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 the Group Concession and other Scheme of Government of India is recognised based on themanagement’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 the Government bonds are consistent with theestimated terms of the defined benefit obligation.

In respect of certain employees, Provident Fund contributions are made to a Trust, administered by the Company.The interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared bythe Central Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and shortfall,if any, 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.

XIV. EMPLOYEE STOCK OPTIONS

The stock options and stock appreciation rights (SAR) granted are accounted for as per the accounting treatment prescribedby Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, issued by Securities andExchange Board of India and the Guidance Note on Accounting for Employee Share-based Payments, issued by the ICAI,whereby the intrinsic value of the option is recognised as employee compensation. The employee compensation is chargedto the Statement of Profit and Loss on the straight-line basis over the vesting period of the option.

In respect of re-pricing of existing stock options, the incremental intrinsic value of the options is accounted as employeecost over the remaining vesting period.

In case of forfeiture stock option, which is not vested, amortised portion is reversed by credit to employee compensationexpense. In a situation where the stock option expires unexercised, the related balance standing to the credit of the EmployeeStock Options Outstanding Account is transferred to the General Reserve.

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 evidence thatthe Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible tobe recognised as an asset in accordance with the recommendations contained in the Guidance Note issued by the ICAI, thesaid asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement. The Companyreviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extentthere is no longer convincing evidence to the effect that the Company will pay normal Income Tax during the specified period.

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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 are incurred.

XVII. FINANCE LEASE

As a Lessee:

Leases, where substantially all the risks and benefits incidental to ownership of the leased item are transferred to the Lessee,are classified as finance lease. The Company has capitalised the leased item at lower of fair value and present value of theminimum lease payments at the inception of the lease and disclosed as leased assets. Such assets are amortised over theperiod of lease or estimated life of such asset, whichever is less.

Lease payments are apportioned between the finance charges and reduction of the lease liability based on implicit rate ofreturn. Lease management fees, lease charges and other initial direct costs are capitalised.

XVIII. 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 all therisks and rewards of ownership, are classified as operating leases. Lease income is recognised in the Statement of Profitand Loss on a straight-line basis over lease term. Initial direct costs are recognised in the Statement of Profit and Loss.

XIX. 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.

XX. CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby the net profit before tax is adjusted for the effects of transactionsof a 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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Notes


Numbers 31st March, 2016 31st March, 2015

NOTE: 2

SHARE CAPITAL

Authorised:

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 CAPITAL

Equity Shares of ` 10/- each 130,279,180 130.28 130.28(130,279,180)

130.28 130.28

Subscribed and Paid-up:

EQUITY SHARE CAPITAL

Equity Shares of ` 10/- each, fully paid-up 130,222,858 130.22 130.14(130,137,193)

130.22 130.14

1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period

Sr. Description As at 31st March, 2016 As at 31st March, 2015No. Equity Preference Equity Preference

Shares Shares Shares Shares

1 No. of Shares outstanding at thebeginning of the period 130,137,193 — 130,084,972 10,000

2 Allotment of Shares on exercise ofoption by employee under ESOS 85,665 — 52,221 —

3 Redemption of Preference Shares — — — 10,000

4 No. of Shares outstanding at theend of the period 130,222,858 — 130,137,193 —

2) Term/Right Attached to Equity Shares

The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares 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 ` 5.00 per share for the year ended 31st March, 2016(Previous Year: ` 7.00 per share). The total cash outflows on account of the Equity Dividend would be ` 65.11 Crore(Previous Year: ` 91.10 Crore) and Dividend Distribution Tax thereon (Net of Tax Credit on dividend from subsidiarycompanies) would be ` 10.37 Crore (Previous Year: ` 18.55 Crore).

3) The Company does not have any Holding Company.

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4) Equity Shares in the Company held by each shareholder holding more than 5 per cent shares and the number of equityshares held are as under:

Sr. Name of Shareholder As at 31st March, 2016 As at 31st March, 2015No. 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 12.56% 16,352,102 12.57%

2 TGS Investment and Trade Private Limited 14,671,037 11.27% 13,506,736 10.38%

3 Umang Commercial Company PrivateLimited (formerly known as UmangCommercial Company Limited) 12,494,765 9.59% 12,494,765 9.60%

4 Trapti Trading & InvestmentsPrivate Limited 9,423,935 7.24% 9,423,935 7.24%

5 Hindalco Industries Limited 8,650,412 6.64% 8,650,412 6.65%

6 Turquoise Investments and FinancePrivate Limited 6,885,421 5.29% 6,441,092 4.95%

7 Life Insurance Corporation of India 6,065,284 4.66% 7,276,236 5.59%

5) Shares reserved for issue under options and contracts, including the terms and amounts:

For details of Shares reserved for issue under the Employee Stock Options Plan (ESOP) of the Company refer Note: 40.

6) There are no Equity or 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.

7) Pursuant to the provisions of Section 126 of the Companies Act, 2013, the issue of following equity shares are kept inabeyance.

Sr. Particulars No. of SharesNo. As at As at

31st March, 2016 31st March, 2015

1 Rights Issue (1994) 12,575 12,575

2 Bonus Share on Above 6,288 6,288

3 Rights Issue (2007) 22,460 22,460

8) Shares to be allotted upon exercise of ESOS Schemes 14,999 Shares (Previous Year: 100,664 Shares).

9) In the year 1997, the Company had forfeited 4,487 Shares held by 299 holders on account of non-payment of call moneywith interest on shares issued against each detachable warrant.

10) Equity Shares Nil (Previous Year: 3,168,459) are represented by Global Depository Receipts (GDRs). The GDRprogramme has since been terminated on 8th December, 2015. Each GDR was equivalent to underlying one equity share ofthe Company and, hence, upon termination of the GDR Programme, the paid-up equity share capital remains the same.

11) During the last five years there were no Bonus Shares were issued.

12) Figures in brackets represent the corresponding number of shares for Previous Year.

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Notes

` in Crores

As at As at31st March, 2016 31st March, 2015

NOTE: 3

RESERVES AND SURPLUS

1) Capital Reserve

Opening Balance as per last audited Financial Statement 266.62 266.62

Deduction:

Amalgamation of Subsidiaries - Refer Note: 43 91.37 —

Demerger of Madura Division - Refer Note: 38A 122.05 —

53.20 266.62

2) Capital Redemption Reserve


Addition:

Transfer from Surplus in the Statement of Profit and Loss onRedemption of Preference Shares — 0.10

8.56 8.56

3) Securities Premium Account

Opening Balance as per last audited Financial Statement 3,983.89 3,979.14

Addition:

ESOP Exercised 7.05 3.54

Transfer from Stock Options Outstanding Account on Exercise of Options 1.43 1.21

3,992.37 3,983.89

4) Debenture Redemption Reserve


Addition:

Transfer from Surplus in the Statement of Profit and Loss 35.00 22.50

79.58 44.58

5) Share Options Outstanding Account


Addition:

Charge for the Year 4.85 3.76

Deduction:

Transfer to Securities Premium Account on Exercise of Options 1.43 1.21

10.06 6.64

6) Other Reserves

i) General Reserve*


Addition:


Deduction:

Transitional Provision of Schedule II Impact(Net of Deferred Tax Amounting of ` 6.44 Crore) — 12.51

3,862.53 3,662.53

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` in Crores


ii) Hedging Reserve**

Opening Balance as per last audited Financial Statement (1.95) (0.43)

Addition:

Gain/(Loss) recognised during the year (Net) 4.37 (2.08)

Deduction:

Gain/(Loss) recycled during the year (Net) 2.66 (0.56)

Transfer on demerger of Madura Division 0.29 —

(0.53) (1.95)

Total Other Reserves 3,862.00 3,660.58

7) Surplus in the Statement of Profit and Loss


Addition:


Amalgamation of Subsidiaries - Refer Note: 43 (44.27) —

Less: Appropriations

Transfer to Debenture Redemption Reserve 35.00 22.50

Transfer to General Reserve 200.00 200.00

Transfer to Capital Redemption Reserve — 0.10

Proposed Dividend on Equity Shares 65.11 91.10

Equity Dividend relating to Previous Period 0.02 0.02

Interim Dividend on Preference Shares — ß

Corporate Tax on Proposed Dividend*** 10.37 18.55

Corporate Tax on Interim Dividend — ß

423.23 417.98

Total Reserves and Surplus 8,429.00 8,388.85

* General Reserve is created by appropriation from profits of the current year and/or undistributed profits of previousyears, before declaration of dividend duly complying with any regulations in this regard. The General Reserve is a freereserve and can be utilised in accordance with the provisions of the Companies Act, 2013.

** For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contractsare recognised in Hedging Reserve under Reserves and Surplus.

*** Net of Tax Credit on dividend from subsidiary companies.

` in Crores


NOTE: 4A

LONG-TERM BORROWINGS

SECURED

Rupee Term Loans from

Banks 89.19 142.33

Financial Institutions 8.96 42.24

Foreign Currency Loans from Banks 173.84 267.05

Finance Lease Liabilities 0.39 0.59

272.38 452.21

UNSECURED

Debentures 800.00 800.00


998.74 1,028.25

1,271.12 1,480.46

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Notes

` in Crores


NOTE: 4B

SHORT-TERM BORROWINGS

SECURED

Loan Repayable on Demand from Banks 510.13 585.54

510.13 585.54

UNSECURED

Loan Repayable on Demand from Banks 865.33 1,000.93

Other Loans and Advances

Commercial Papers* 989.12 372.90

1,854.45 1,373.83

2,364.58 1,959.37

* Maximum balance outstanding during the year 1,740.72 1,491.22

* Commercial Papers are shown net of unamortised discounting charges.

NOTE: 4A and 4B

As at 31st March, 2016 As at 31st March, 2015

(I) SECURED LONG-TERM BORROWINGS: Current Non-Current Current Non-Current

(A) Rupee Term Loan from Banks

i) Term loan secured by way of first pari passu charge created — — 3.20 —by mortgage of the immovable properties of the Companysituated at Veraval and Rishra (Textile Division), andhypothecation of movables (save and except book debts)situated at these locations, subject to prior charge(s)created on certain assets in favour of a Financial Institutionand on Bankers Goods in favour of the Company’s Bankersfor working capital borrowings.Repayment Terms: 17 half-yearly instalments from1st July, 2007. First four instalments of ` 0.25 Crore each,next 4 instalments of ` 0.50 Crore each, next 4instalments of ` 1.50 Crore each and next 5 instalmentsof ` 3.20 Crore each.

ii) Term loan secured by way of first pari passu charge created — — 4.10 4.09by mortgage of immovable properties of the Company’sMadura Garment Export Plants at Kasaba Hobli,Karnataka and hypothecation of movable fixed assets ofthe Company at these plants.**

Repayment Terms: 17 half-yearly instalments from29th December, 2008. First four instalments of ` 0.16 Croreeach, next 4 instalments of ` 0.32 Crore each, next 4instalments of ` 0.96 Crore each and next 5 instalmentsof ` 2.05 Crore each.

iii) Term loan secured by way of first pari passu charge created — — 1.53 3.07by hypothecation of movable fixed assets of theCompany’s Madura Garment Export Plant at Kasaba Hobli,Karnataka.**Repayment Terms: 32 quarterly instalments from1st January, 2010. First instalment of ` 0.16 Crore, next 4instalments of ` 0.04 Crore each, next 8 instalments of` 0.08 Crore each, next 8 instalments of ` 0.24 Croreeach, next 8 instalments of ` 0.51 Crore each and next3 instalments of ` 0.34 Crore each.

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iv) Term Loan secured by way of first pari passu charge — — 1.02 1.54created by hypothecation of movable plant and machineryof the Company’s Madura Clothing Plant at MarasurVillage, Karnataka.**

Repayment Terms: 17 half-yearly instalments from27th September, 2009. First four instalments of ` 0.04 Croreeach, next 4 instalments of ` 0.08 Crore each, next 4instalments of ` 0.24 Crore each and next 5 instalmentsof ` 0.51 Crore each.

v) Term Loan secured by way of first pari passu charge — — 1.44 7.68created by hypothecation of movable plant and machineryof the Company’s Madura Clothing Plant at MarasurVillage, 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 4instalments of ` 0.72 Crore each and next 5 instalmentsof ` 1.54 Crore each.

vi) Term loan secured by way of first pari passu charge — — 1.20 33.00created by hypothecation of the entire movable properties(save and except current assets and assets on which anexclusive charge has been created in favour of Exim Bank)of the 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 3 instalments of ` 0.80 Crore each and next 4instalments of ` 7.85 Crore each.

(Note: Entire Outstanding loan was prepaid on8th January, 2016)

vii) Term loan secured by way of first pari passu charge 2.23 22.29 1.49 24.51created by hypothecation of the entire movableproperties (save and except current assets and assetson which an exclusive charge has been created in favourof Exim Bank) of the Company’s Rayon Division Plant atVeraval and Textile 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 next 4instalments of ` 4.83 Crore each.

viii) Term loan secured by way of first pari passu charge created 1.00 31.00 1.00 32.00by hypothecation of the entire movable properties of theCompany’s Rayon Divison Plant at Veraval and TextileDivision 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.

ix) Term loan secured by way of first pari passu charge created 1.68 20.76 — 22.44by hypothecation of the entire movable properties of theCompany’s Rayon Division Plant at Veraval and TextileDivision Plant at Rishra.

Repayment Terms: 20 quarterly instalments from3rd September, 2016. First four instalments of ` 0.56 Croreeach, next 8 instalments of ` 1.12 Crore each, next 4instalments of ` 1.35 Crore each, and last 4 instalmentsof ` 1.46 Crore each.

` in Crores


Current Non-Current Current Non-Current

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Notes

x) Term loan secured by way of first pari passu charge created 0.63 15.14 — 9.00by hypothecation of the entire movable properties of theCompany’s Rayon Division Plant at Veraval and TextileDivision Plant at Rishra. (Drawdown during the year` 6.77 Crore).

Repayment Terms: 21 quarterly instalments from19th December, 2016. First four instalments of ` 0.32 Croreeach, next 4 instalments of ` 0.39 Crore each, next4 instalments of ` 0.47 Crore each, next 4instalments of ` 0.63 Crore each and last 5 instalmentsof ` 1.70 Crore each.

xi) Term loan to be secured by way of first pari passu charge — — — 5.00by way of hypothecation of all movable assets of theCompany’s Madura Clothing Plant at Marasur Village,Karnataka. (Crafted Clothing Plant No. 527, Marsur Village,Anekal Taluk, Bangalore – 562106 and Fashion CraftPlant No. 324, Marsur Village, Anekal Taluk,Bangalore – 562106)**

Repayment Terms: 21 quarterly instalments from23rd March, 2017. First three instalments of ` 0.10 Croreeach, next 4 instalments of ` 0.13 Crore each, next 4instalments of ` 0.15 Crore each, next 4 instalments of` 0.20 Crore each and last 5 instalments of ` 0.54 Crore each.

Total Rupee Term Loan Banks (A) 5.54 89.19 14.98 142.33

- Effective cost for the above loans are in the range of 4.65% to 10.30% per annum. (Previous Year: in the range of 5.20% to12.10% per annum.)

(B) Term Loan from Financial Institutions

i) Term loan secured by way of first pari passu charge created — — 12.80 —by mortgage of the immovable properties of the Companysituated at Veraval and Rishra (Textile Division) andhypothecation of movables (save and except book debts)situated at these locations, subject to prior charge(s)created on certain assets in favour of a Financial Institutionand on Bankers Goods in favour of the Company’s Bankersfor working capital borrowings.

Repayment Terms: 17 half-yearly instalments from10th August, 2007. First four instalments of ` 1.00 Crore each,next 4 instalments of ` 2.00 Crore each, next 4 instalmentsof ` 6.00 Crore each and next 5 instalments of` 12.80 Crore each.

ii) Term loan secured by way of first pari passu charge 24.32 — 24.32 24.32created by mortgage of the immovable properties of theCompany situated at Veraval and Rishra (Textile Division)and hypothecation of movables (save and except booksdebts) situated at these locations, subject to priorcharge(s) created on certain assets in favour of a FinancialInstitution and on Bankers Goods in favour of theCompany’s Bankers for working capital borrowings.

Repayment Terms: 17 half-yearly instalments from3rd January, 2009. First four instalments of ` 0.95 Crore each,next 4 instalments of ` 1.90 Crore each, next 4 instalmentsof ` 5.70 Crore each and next 5 instalments of` 12.16 Crore each.

iii) Term loan secured by way of first pari passu charge 8.96 8.96 6.58 17.92created by hypothecation of movable fixed assetssituated at Veraval and Rishra (Textile Division).

Repayment Terms: 17 half yearly instalments from20th March, 2010. First four instalments of ` 0.35 Crore each,next 4 instalments of ` 0.70 Crore each, next 4 instalmentsof ` 2.10 Crore each and next 5 instalments of` 4.48 Crore each.

` in Crores



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iv) Term loan secured by way of first pari passu charge — — 0.34 —created by mortgage of immovable properties of theCompany’s Madura Garment Export Plants at ParappanaAgrahara, Karnataka and hypothecation of movable fixedassets of the Company at these plants.**

Repayment Terms: 16 equal half-yearly instalments of` 0.33 Crore from 20th March, 2008.

v) Term Loan secured by way of first pari passu charge — — 0.45 —created by mortgage of immovable properties of theCompany’s Madura Clothing Plant at Marasur Village,Karnataka and hypothecation of movable fixed assets ofthe 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) 33.28 8.96 44.49 42.24


(C) Foreign Currency Term Loans from Banks

i) Foreign Currency Loan secured by way of first pari passu — — 46.62 —charge by way of hypothecation of entire movableassets (save and except current assets) situated atVeraval, Rishra (Textile Division), Insulator Division atHalol and Rishra. #

Repayment Terms: 2 equal yearly instalments ofUSD 0.50 Crore each from 11th November, 2014 and2 equal instalments of USD 0.50 Crore each from25th February, 2015.

(Note: Out of the total loan of ` 46.62 Crore outstanding ason 31.03.15, ` 2.52 Crore was transferred to Aditya BirlaFashion and Retail Ltd., w.e.f. from 01.04.15)

ii) Foreign Currency Loan secured by way of first pari passu 43.51 43.51 52.71 105.41charge created by hypothecation on all movable assetsof the Company (save and except current assets) situatedat Veraval and Rishra (Textile Division). #

Old Repayment Terms: 3 equal yearly instalments of` 52.71 Crore each starting from 11th January, 2016.

New Repayment Terms: 3 equal yearly instalments of` 43.51 Crore each starting from 11th January, 2016.

(Note: Out of the total loan of ` 158.12 Crore outstandingas on 31.03.15, ` 27.59 Crore was transferred to Aditya BirlaFashion and Retail Ltd., w.e.f. from 01.04.15)

iii) Foreign Currency Loan secured by way of first pari passu — 130.33 — 161.64charge created by hypothecation on all movable assetsof the Indo Gulf Fertiliser Division (save and exceptcurrent assets) situated at Jagdishpur, Uttar Pradesh. #

Repayment Terms: Bullet payment on 16th May, 2017.

(Note: Out of the total loan of ` 161.64 Crore outstandingas on 31.03.15, ` 31.31 Crore was transferred toAditya Birla Fashion and Retail Ltd. w.e.f. from 01.04.15)

Total Foreign Currency Term Loans from Banks (C) 43.51 173.84 99.33 267.05


` in Crores



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Notes

(D) Finance Lease Liability

i) Finance Lease Obligation is secured by hypothecation of 0.19 0.39 0.17 0.59plant and machinery taken on lease.

Repayment Terms: Lease obligation plus interest ispayable in 19 quarterly instalments of ` 0.06 Crore each.

Total Finance Lease Liability (D) 0.19 0.39 0.17 0.59

- Effective cost for the above loan is 8.13% per annum. (Previous Year: 9.95%)

Total Secured Long-term Borrowings 82.52 272.38 158.97 452.21

` in Crores


(II) UNSECURED LONG-TERM BORROWINGS: Current Non-Current Current Non-Current

A) Debentures

i) 8.99% 29th Series Non-Convertible Debentures. — 300.00 — 300.00

Repayment Terms: Redeemable at par on 29thJanuary 2018

ii) 9.00% 30th Series Non - Convertible Debentures — 200.00 — 200.00

Repayment Terms: Redeemable at par on 10th May, 2023.

iii) 8.68% 31st Series Non-Convertible Debentures. — 300.00 — 300.00

Repayment Terms: Redeemable at par on 2ndFebruary, 2020.

Total Debentures (A) — 800.00 — 800.00

B) Unsecured Long-Term Foreign Currency Borrowings:

i) Foreign Currency Loan from Bank.# — — 56.68 —

Old Repayment Terms: Instalments of ` 28.34 Croreeach on 1st June, 2015 and 26th July, 2015.

New Repayment Terms: Instalments of ` 25.93 Croreeach on 1st June, 2015 and ` 23.06 on 26th July, 2015.


ii) Foreign Currency Loan from Bank. # — 32.76

Repayment Terms: 3 equal half-yearly instalments of` 32.76 Crore each from 29th September, 2014.

New Repayment Terms: Instalment of ` 26.96 Crore on29th September, 2015.


iii) Foreign Currency Loan from Bank. # 186.27 — — 228.25

Repayment Terms: Bullet payment on 24th August, 2016.

New Repayment Terms: Bullet payment on 24th August,2016 - ` 186.27Crore.


iii) Foreign Currency Loan from Bank — 198.74 — —

Repayment Terms: 3 equal yearly instalments of` 65.25 Crore each from 20th August, 2019.

Total Unsecured Long-term Foreign Currency Borrowings (B) 186.27 198.74 89.44 228.25


Total Unsecured Long-term Borrowings 186.27 998.74 89.44 1,028.25

` in Crores



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` in Crores

As at As at(III) SECURED SHORT-TERM BORROWINGS: 31st March, 31st Mach,

2016 2015

i) Working Capital Borrowings are secured by hypothecation of inventories,book debts and other movables, both present and future, held as current assets. 510.13 585.54

Total Secured Short-term Borrowings 510.13 585.54


- Foreign Currency Loans have been fully hedged for foreign exchange and interest rate fluctuation by way of Currency andInterest Rate Swaps, Interest Swaps and Long-Term Forward Contracts.

- Effective cost has been calculated with hedged cost in terms of foreign currency loan and net of interest subsidy in case ofTUF loans.

** Loans were transferred to Aditya Birla Fashion and Retail Ltd. (ABFRL) as per the scheme of demerger of Madura Garments(Division) from the Company, pursuant to the court orders dated 23rd October, 2015 and 5th December, 2015.(Refer Note: 38A)

# The foreign currency loans from Banks exclude amount aggregating to ` 116.89 Crore which were transferred to ABFRLconsequent to demerger scheme. The Company is in the process of getting name updated in the Bank’s records.(Refer Note: 38A)

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Notes

` in Crores


NOTE: 5

DEFERRED TAX LIABILITIES

Deferred Tax Liabilities at the year end comprise timing differences on account of:

Depreciation 220.73 163.46

220.73 163.46

DEFERRED TAX ASSETS

Deferred Tax Assets at the year end comprise timing differences on account of:

Expenditure/Provisions allowable on Payment Basis 10.09 38.81

Others 37.86 18.27

47.95 57.08

Net Deferred Tax Liabilities 172.78 106.38

NOTE: 6A

OTHER LONG-TERM LIABILITIES

Deposits 0.54 96.04

Others (Refer Note: 46(ii)(B)) 4.72 18.55

5.26 114.59

NOTE: 6B

OTHER CURRENT LIABILITIES

Current Maturities of Long-term Borrowings (Refer Note: 4A and 4B) 268.60 248.24

Current Maturities of Finance Lease Obligations (Refer Note: 4A and 4B) 0.19 0.17

Interest Accrued but Not Due on Borrowings 29.85 32.07

Investors’ Education and Protection Fund to be credited (as and when due):

Unpaid Dividend 3.54 3.26

Money Due for Refund for Fractional Shares 0.28 0.28

Other Payables

Advance from Customers 21.92 41.88

Payables for Capital Expenditure 15.47 29.69

Statutory Dues 57.87 62.49

Deposits 50.73 45.72

Derivative Liability (Net)* 12.28 14.36

Others 4.17 16.29

464.90 494.45

* This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.

NOTE: 7A

LONG-TERM PROVISIONS

Provisions for:

Employee Benefits 5.73 6.04

5.73 6.04

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180



` in Crores


NOTE: 7B

SHORT-TERM PROVISIONS

Provisions for:


Others

Taxation (Net of Advance Tax ` 685.94 Crore(Previous Year: ` 583.23 Crore)) 72.89 55.33

Proposed Dividend

Equity 65.11 91.10

Provision for Corporate Tax on Dividend#

Equity 10.37 18.55

Other Short-term Provisions## 1.63 12.00

213.54 266.56

# Net of Tax Credit on Dividend from Subsidiary Companies.

## Additional disclosure as per Accounting Standard-29 – “Provisions, Contingent Liabilities and Contingent Assets”

A. Warranty

Opening Balance 0.44 0.50

Arising during the year 1.19 0.03

Unused Amounts Reversed — (0.09)

Closing Balance 1.63 0.44

Provision is recognised for expected warranty claims on Insulator product sold during the last three years based on thepast experience of level of returns and replacements. It is expected that this provision will be utilised within one year.

B. Customer Relationship Management Loyalty Programme

Opening Balance 11.56 8.73

Arising during the year — 28.58

Utilised — (25.75)

Transfer on demerger of Madura Division (Refer Note: 38A) (11.56)

Closing Balance — 11.56

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: 8

TRADE PAYABLES – TOTAL OUTSTANDING DUES OF

– Micro enterprises and Small Enterprises 0.68 1.06

– Creditors other than Micro Enterprises and Small Enterprises 660.41 1,686.92

661.09 1,687.98

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 daysas at 31st March, 2016, and no interest payment made during the year to any Micro and Small Enterprises. This information,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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Notes

NOTE: 9A

TANGIBLE ASSETS ` in Crores

Freehold Leasehold Freehold Leasehold Leasehold Plant & Furniture Office Vehicles Railway TOTALLands Lands Buildings Buildings Improve- Equipment & Fixtures Equipment Sidings

ments

Gross Block

As at 1st April, 2014 28.76 25.59 347.10 6.00 14.75 2,842.62 269.65 42.26 19.72 5.84 3,602.29

Additions — — 10.61 0.42 3.65 350.06 48.43 6.03 5.29 — 424.49

Deletions — — 0.30 — 0.81 42.35 15.93 4.52 3.17 — 67.08

As at 31st March, 2015 28.76 25.59 357.41 6.42 17.59 3,150.33 302.15 43.77 21.84 5.84 3,959.70

Additions — 7.77 30.94 — — 100.69 2.94 4.56 3.50 — 150.40

Demerger of Madura

Division

(Refer Note: 38A) 5.92 — 21.52 6.01 17.59 249.36 276.41 13.18 8.29 — 598.28

Deletions — — 0.01 — — 17.08 0.99 4.67 2.67 — 25.42

As at 31st March, 2016 22.84 33.36 366.82 0.41 — 2,984.58 27.69 30.48 14.38 5.84 3,486.40

Accumulated Depreciation

As at 1st April, 2014 1.33 96.46 2.43 9.14 1,753.60 197.87 32.54 10.14 5.55 2,109.06

For the Year 0.10 10.12 0.54 2.93 116.70 39.82 5.88 4.08 — 180.17

Deletions — 0.02 — 0.80 38.72 15.79 4.46 2.32 — 62.11

Charge to General Reserve

on account of Schedule II — 6.88 — — 11.74 0.02 0.31 — — 18.95

As at 31st March, 2015 1.43 113.44 2.97 11.27 1,843.32 221.92 34.27 11.90 5.55 2,246.07

For the Year 0.01 10.13 0.00 — 97.50 1.69 3.90 2.08 — 115.31

Demerger of Madura

Division (Refer Note: 38A) — 7.59 2.84 11.27 123.35 200.42 9.40 4.24 — 359.11

Deletions — 0.01 — — 15.79 0.98 4.61 1.75 — 23.14

As at 31st March, 2016 1.44 115.97 0.13 — 1,801.68 22.21 24.16 7.99 5.55 1,979.13

Net Block as at31st March, 2015 28.76 24.16 243.97 3.45 6.32 1,307.01 80.23 9.50 9.94 0.29 1,713.63

Net Block as at31st March, 2016 22.84 31.92 250.85 0.28 — 1,182.90 5.48 6.32 6.39 0.29 1,507.27

A. Gross Block of Tangible Assets includes:

i) The Company’s share in assets held under co-ownership - Leasehold Land ` 27.58 Crore (Previous Year: ` 19.80 Crore),

Buildings ` 24.18 Crore (Previous Year: ` 24.18 Crore), Furniture and Fixtures ` 3.04 Crore (Previous Year: ` 3.03 Crore),

Office Equipment ` 6.12 Crore (Previous Year: ` 6.06 Crore) and Vehicles ` 0.04 Crore (Previous Year: ` 0.03 Crore).

ii) Buildings include ` 8.19 Crore (Previous Year: ` 8.19 Crore) being cost of Debentures and Shares in a company entitling the

right of exclusive occupancy and use of certain premises.

B. Details of Tangible Assets capitalised under Finance Lease:

i) Plant and Equipment include Gross Block of ` 0.98 Crore (Previous Year: ` 0.98 Crore) and Net Block of ` 0.49 Crore

(Previous Year: ` 0.78 Crore). Refer Note: 37(iv)

C. Addition to Plant and Equipment is net of Subsidy ` 0.72 Crore (Previous Year: ` 0.02 Crore).

D. Gross Block of leasehold lands includes ` 1.33 Crore and Buildings include ` 22.99 Crore, pending for registration in the name of

Company. The Company is in the process of getting the same transferred in its name.

E. Freehold lands include Gross Block of ` 7.05 Crore, wherein title deeds of immovable properties are in names of the entities which

got merged with the Company and are pending to be transferred in the name of the Company.

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NOTE: 9B

INTANGIBLE ASSETS ` in Crores

Goodwill Brands/ Computer Technical TOTALTrademarks Software Know-how

Gross Block

As at 1st April, 2014 20.41 187.12 45.23 6.60 259.36

Additions — — 6.67 — 6.67

Deletions — — 0.04 — 0.04

As at 31st March, 2015 20.41 187.12 51.86 6.60 265.99

Additions — — 0.27 — 0.27

Demerger of Madura Division(Refer Note: 38A) 20.41 167.27 40.29 6.60 234.57

As at 31st March, 2016 — 19.85 11.84 — 31.69

Accumulated Amortisation

As at 1st April, 2014 — 168.70 36.68 5.53 210.91

For the Year — 2.14 6.13 0.92 9.19

Deletions — — 0.04 — 0.04

As at 31st March, 2015 — 170.84 42.77 6.45 220.06

For the Year — 1.98 1.75 — 3.73

Demerger of Madura Division(Refer Note: 38A) — 166.83 33.74 6.45 207.02

As at 31st March, 2016 — 5.99 10.78 — 16.77

Net Block as at 31st March, 2015 20.41 16.28 9.09 0.15 45.93

Net Block as at 31st March, 2016 — 13.86 1.06 — 14.92

All Intangible Assets are other than internally generated.

` in Crores

Year Ended Year Ended31st March, 2016 31st March, 2015

NOTE: 9A and 9B

During the year, the Company has capitalised the following expensesto cost of Fixed Assets/Capital Work-in-Progress

Insurance ß —

Interest Expenses 0.05 —

Total 0.05 —

Add: Brought forward from previous year 9.92 12.97

Less: Capitalised during the year — 3.05

Less: Charged to the Statement of Profit and Loss* 9.92 —

Balance Pending Allocation included in Capital Work-in-Progress 0.05 9.92

* Expenses included in the following heads of the Statement of Profit and Loss, towards abandonment of Brownfield expansionproject,

Employee Benefits Expenses 3.55 —

Other Expenses 6.37 —

Total 9.92 —

CMYK

183


Notes

` in Crores

As at As at31st March, 31st March,

Face Value Number 2016 Number 2015

NOTE: 10A

NON-CURRENT INVESTMENTS

Trade Investments Valued at Cost, except otherwise stated

Investment in

Equity Instruments

Quoted

Joint Venture

IDEA Cellular Limited* 10 837,526,221 2,355.81 837,526,221 2,355.81

2,355.81 2,355.81

Unquoted

Subsidiaries

Aditya Birla Financial Services Limited 10 795,710,000 1,504.01 757,010,000 1,117.01

Aditya Birla Finance Limited # * 10 52,063,146 714.94 — —

ABNL Investment Limited 10 21,000,000 21.00 21,000,000 21.00

ABNL IT & ITES Limited (Refer Note: 43) 10 — — 26,027,500 454.69

Aditya Birla Idea Payments Bank Limited 10 255,000 0.26 — —

Aditya Birla Renewables Limited 10 102,000 0.10 — —

Birla Sun Life Insurance Company Limited *(Refer Note: 46(v)) 10 969,616,080 1,206.93 1,406,893,920 1,751.23

Indigold Trade & Services Limited (Refer Note: 43) 10 — — 73,143,588 1,245.21

Madura Garments Lifestyle Retail Company Limited(Refer Note: 38B) 10 — — 98,838,896 362.94

Shaktiman Mega Food Park Private Limited 10 430,000 0.43 430,000 0.43

Less: Provision for Diminution (0.43) (0.43)

3,447.24 4,952.08

Others

Aditya Birla Science & Technology Private Limited 10 2,400,000 2.40 2,400,000 2.40

Aditya Birla Port Limited 10 100,000 0.10 100,000 0.10

Birla Management Centre Services Limited 10 7,000 0.01 7,000 0.01

2.51 2.51

Preference SharesUnquoted

Subsidiaries0.01% Compulsory Convertible Preference Sharesof Aditya Birla Financial Services Limited 10 336,500,000 336.50 476,500,000 476.50

6% Non-Convertible Non-Cumulative RedeemablePreference Shares of Aditya Birla FinancialServices Limited 10 1,271,110,000 1,271.11 681,110,000 681.11

6% Non-Convertible Non-Cumulative RedeemablePreference Shares of Aditya Birla Financial ServicesLimited (` 6.50 paid-up) 10 200,000,000 130.00 — —

8.00% Cumulative and Redeemable Preference Sharesof Aditya Birla Finance Limited # 10 10,000,000 10.00 — —

8.00% Cumulative and Redeemable Preference Sharesof Madura Garments Lifestyle Retail CompanyLimited (Refer Note: 38B) 10 — — 10,000,000 10.00

8.00% Cumulative and Redeemable PreferenceShares of Pantaloons Fashion & Retail Limited(Refer Note: 38A) 10 — — 500,000 0.50

1,747.61 1,168.11

CMYK

184



` in Crores


Face Value Number 2016 Number 2015Others

5.25% Cumulative Redeemable PreferenceShares of Aditya Birla Health Services Ltd. $ 100 1,500,000 15.00 1,500,000 15.008% Preference Shares of Birla ManagementCentre Services Limited 10 200 ß 200 ß

15.00 15.00

Non-Trade Investments Valued at CostQuoted

Investments in Equity Instruments

Aditya Birla Fashion and Retail Limited @ ^ 10 69,982,370 1,150.64 — —

Hindalco Industries Limited 1 33,506,337 201.48 33,506,337 201.48

1,352.12 201.48

UnquotedInvestments in Preference Shares

8.00% Cumulative and Redeemable Preference Sharesof Aditya Birla Fashion and Retail Limited (earlierknown as Pantaloon Fashion & Retail Limited) 10 500,000 0.50 — —

0.50 —

TOTAL NON-CURRENT INVESTMENTS 8,920.79 8,694.99

@ Equity Shares of Aditya Birla Fashion and Retail Limited (ABFRL)

Particulars No. of Shares Amount

Received under the Scheme (Refer Note: 38A and Note: 43) on account of:

– Equity Holding of the Company in Madura Garments Lifestyle Retail CompanyLimited on record date 21st January, 2016 1,383,745 22.75

– Equity Holding of the ABNL IT & ITES Limited in Madura Garments LifestyleRetail Company Limited (merged into the Company w.e.f. 1st October, 2015)on record date 21st January, 2016 1,207,843 19.86

Total (a) 2,591,588 42.61

Equity Shares held by Indigold Trade and Services Limited (merged into theCompany w.e.f. 1st October, 2015) 67,390,782 1,108.03

Total (b) 67,390,782 1,108.03

Total Equity Shares received by the Company (a + b) 69,982,370 1,150.64

# Equity Shares of Aditya Birla Finance Limited (ABFL)

Particulars No. of Shares Amount

Received under the Scheme (Refer Note: 38B and Note: 43) in lieu of:

– Equity Holding of the Company in Madura Garments Lifestyle Retail CompanyLimited on record date 2nd February, 2016 27,798,440 362.94

– Equity Holding of ABNL IT & ITES Limited (merged into the Companyw.e.f. 1st October, 2015) in Madura Garments Lifestyle Retail CompanyLimited on record date 2nd February, 2016 24,264,706 352.00

Total Equity Shares received by the Company 52,063,146 714.94

Preference Shares of Aditya Birla Finance Limited (ABFL) received by the Company on account of the Scheme ofAmalgamation (Refer Note: 38B)

* Refer Note: 26(e)

$ Each Preference Share is optionally convertible in 10 Equity Shares of ` 10/- each fully paid-up on the expiry of a period of 15years from the date of allotment.

^67,390,782 shares are pending to be transferred in the name of Company.

CMYK

185


Notes

` in Crores


Face Value Number 2016 Number 2015

NOTE: 10B

CURRENT INVESTMENTS

Equity Instuments

Unquoted

Subsidiaries, at Cost

Birla Sun Life Insurance Company Limited*(Refer Note: 46(v)) 10 437,277,840 544.30 — —

544.30 —

Units of Mutual Fund(Valued at Lower of Cost and Fair Value)

Quoted, at CostBirla Sun Life Cash Plus - Growth 100 24,042 0.52 — —

Birla Sun Life Dynamic Bond Fund - Regular Plan - Growth 10 2,714,799 6.73 — —

DSP Black Rock Ultra STP Direct Growth 10 — — 5,000,000 5.00

Kotak Gilt Investment Regular Plan Direct Growth 10 — — 2,057,258 10.00

SBI Magnum Gilt Long Term Plan - Growth 10 — — 4,910,707 15.00

TOTAL CURRENT INVESTMENTS 551.55 30.00

Notes:1. Aggregate Amount of Unquoted Investments 544.30 —

2. Aggregate Amount of Quoted Investments 7.25 30.00

3. Market Value of Quoted Investments 7.86 30.01

` in Crores


NOTE: 11ALONG-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Capital Advance

Unsecured, Considered Good 11.55 11.78

Unsecured, Considered Doubtful 0.81 0.05

Less: Provision for Doubtful (0.81) (0.05)

Security Deposits




Loans and Advances to Related Parties (Refer Note: 41) — 10.10


Inter-Corporate Deposits 7.53 9.27

VAT, Other Taxes Recoverable, Statutory Deposits and Dues from Government 0.47 0.50

Advance Tax (Net of Provision ` Nil) 34.12 —

Prepaid Expenses 4.17 9.89

Advance for Expenses, Materials and Employees 1.78 8.32

76.20 196.63

` in Crores

As at As atNotes: 31st March, 2016 31st March, 2015

1. All Shares are fully paid-up, unless otherwise stated

2. Aggregate Amount of Quoted Investments 3,707.93 2,557.29

3. Market Value of Quoted Investments 10,547.02 15,842.71

4. Aggregate Amount of Unquoted Investments 5,212.86 6,137.69

5. Aggregate Amount of Diminution in Value of Investments 0.43 0.43

CMYK

186



` in Crores


NOTE: 11B

SHORT-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Security Deposits




Loans and Advances to Related Parties (Refer Note: 41) * 6.74 73.17


Inter-Corporate Deposits 6.66 4.92

VAT, Other Taxes Recoverable, Statutory Deposits and Dues from Government




Advance Tax (Net of Provision ` 187.34 Crore (Previous Year: ` 131.06 Crore)) 40.99 27.15

MAT Credit Entitlement 12.69 —


Advance for Expenses, Materials and Employees**

Considered Good 39.37 41.59

Considered Doubtful 1.53 2.61


149.29 273.62

* Includes amount due from Directors and Officers — 0.19

** Includes amount due from Subsidiary Companies 0.17 0.15

Disclosure as per Regulations 34(3) and 53(f) of Securities Exchange Board of India – Listing Obligation and DisclosureRequirement (LODR)

` in Crores

(i) Loans and Advances in the nature of Balance as on Balance as on Maximum Amount Maximum AmountLoans given to Subsidiaries 31st March, 2016 31st March, 2015 Due at any time Due at any time

During the Year Ended During the Year Ended31st March, 2016 31st March, 2015

Indigold Trade and Services Ltd.(Merged with ABNL w.e.f. 1st October,2015) — — — 59.21

Aditya Birla Minacs Worldwide Ltd.(Upto 8th May, 2014) — — — 536.90

ABNL Investment Ltd. — — — 1.00

Aditya Birla Money Mart Ltd. 3.50 42.43 46.93 45.93

Aditya Birla Money Insurance AdvisoryServices Ltd. 3.24 3.24 3.24 3.24

Aditya Birla Customer Services Ltd. — 10.10 10.10 43.59

ABNL IT & ITES Ltd. (Merged withABNL w.e.f. 1st October, 2015) — — 0.71 2.51

Madura Garments Lifestyle RetailCompany Ltd. (Upto 30th June, 2015) — 27.31 27.31 55.10

CMYK

187


Notes

Disclosure as per Section 186(4) of the Companies Act, 2013

(a) Details of Inter-Corporate Deposits granted during the year as below:

` in Crores

Name of the Loanee Year Ended Year Ended Remarks31st March, 31st March,

2016 2015

Unsecured

Aditya Birla Customer Services Ltd. — 28.79 Terms of Deposit - 24 Months, Interest Rate @10.50% to11.50% P.A. Payable on Call

Aditya Birla Minacs Worldwide Ltd. — 77.15 Terms of Deposit - 1 day + Call, Interest rate @ 11.75%(Upto 8th May, 2014) P.A. Payable on Call

Aditya Birla Money Mart Ltd. 50.43 3.50 Terms of Deposit - On Call and 24 Months, Interest [email protected]% P.A. (Previous Year: @11.50% P.A.) Payable onMaturity/Quarterly

Aditya Birla Money Insurance 3.24 — Terms of Deposit - On Call, Interest Rate @11.25% P.A.Advisory Services Ltd. Payable on Maturity

ABNL IT & ITES Ltd. (Merged with 0.71 2.61 Terms of Deposit - 1 day + Call, Interest Rate @ 9.75% toABNL w.e.f. 1st October, 2015) 10.50% P.A. (Previous Year: 10.00% to 10.50% P.A.)

Payable on Call

Indigold Trade and Services Ltd. — 59.03 Terms of Deposit - 1 day + Call, Interest Rate @ 10.00% to(Merged with ABNL w.e.f. 10.50% P.A. Payable on Call1st October, 2015)

Madura Garments Lifestyle Retail — 50.16 Terms of Deposit - 1 day + Call, Interest Rate @ 10.00% toCompany Ltd. (Upto 30th June, 2015) 10.75% P.A. Payable on Call

– The loans have been utilised for meeting their business requirements.

– The loanees have not made any investments in the shares of the Company.

(b) Refer Note: 10A for investments.

` in Crores


NOTE: 12A

OTHER NON-CURRENT ASSETS

Other Bank Balances*

Bank Deposits with more than twelve months maturity 0.01 0.12

Government Grant Receivable 0.59 0.62

Derivative Assets # 3.71 —

Receivable towards Divested Business - Refer Note: 46(ii)(A) 24.01 —

28.32 0.74

* Amount held as Margin Money under lien to bank for issuing guarantee/to tax authority. 0.01 0.12

# This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.

NOTE: 12B

OTHER CURRENT ASSETS

Reimbursement of Expenses Receivables 158.53 82.30


Export Incentive Receivable 8.31 17.90

Less: Provision for Export Incentive Receivable (0.06) (0.06)

Fertiliser Bonds — 2.19

Others* 2.21 3.15

191.55 125.82

*Includes dues from subsidiaries. 1.32 0.00

CMYK

188



` in Crores


NOTE: 13

INVENTORIES (Lower of Cost and Net Realisable Value)

Raw Materials 246.33 323.38(Includes Goods-in-Transit ` 15.47 Crore (Previous Year: ` 21.79 Crore))

Work-in-Progress 103.80 124.18

Finished Goods 227.92 383.85

Stock-in-Trade 19.62 306.32

Stores and Spares 76.18 100.09(Includes Goods-in-Transit ` 2.13 Crore (Previous Year: ` 9.24 Crore))

Waste/Scrap 0.63 0.63

Packing Materials 5.54 8.77

680.02 1,247.22

NOTE: 14

TRADE RECEIVABLES

Due for period exceeding Six months from the due date of payment

Secured, Considered Good 0.30 0.58

Unsecured, Considered Good 39.27 49.87(Includes subsidy receivables from Government of India ` 4.83 Crore(Previous Year: ` Nil))



Others


Unsecured, Considered Good 1,369.62 2,063.11(Includes subsidy receivables from Government of India ` 948.40 Crore(Previous Year: ` 1,110.40 Crore))

Unsecured, Considered Doubtful — 0.14

Less: Provision for Doubtful — (0.14)

1,435.18 2,153.17

NOTE: 15CASH AND BANK BALANCESCash and Cash EquivalentsBalances with Banks

Current Accounts 8.11 37.84

Deposit Accounts (with original maturity period ofthree months or less) 51.00 —

Cash on Hand 0.16 1.49

Cheques/Drafts on Hand ß 2.18

(A) 59.27 41.51

Other Bank BalancesDeposit Accounts (with original maturity period ofmore than three months) 45.01 0.12

Others

Unclaimed Dividend 3.54 3.26

Money Due for Refund on Fraction Shares 0.28 0.28

(B) 48.83 3.66

(A) + (B) 108.10 45.17

Less: Bank Deposits with more than twelve months maturity 0.01 0.12(transferred to Other Non-Current Assets) (Refer Note: 12A)

108.09 45.05

CMYK

189


Notes

` in Crores


NOTE: 16

REVENUE FROM OPERATIONS

A. SALE OF PRODUCTS

Manufactured 5,288.64 7,068.54

Traded 322.27 1,971.74

5,610.91 9,040.28

B. SALE OF SERVICES 6.57 7.64

C. OTHER OPERATING INCOME

Export Incentive 23.89 39.71

Scrap Sales 14.74 17.28

Miscellaneous Other Operating Income 5.24 13.21

43.87 70.20

Total A + B + C 5,661.35 9,118.12

Details of Sale Value of Goods Manufactured under broad heads

Ammonia 3.94 9.61

Caustic Soda 196.46 181.61

Customised Fertilisers 60.90 43.59

Garments — 1,898.17

Insulators 624.66 587.03

Linen Fabric 348.11 325.83

Sulphuric Acid and Allied Chemicals 24.63 28.77

Urea 2,131.02 2,194.53

Viscose Filament Rayon Yarn 779.84 695.76

Wool Top 346.84 309.58

Yarn Linen 412.40 453.12

Yarn Worsted 348.16 331.07

Others 11.68 9.87

5,288.64 7,068.54

Sale Value of Traded Goods under broad heads

Agro-Chemicals 157.11 130.98

Bulk Fertilisers — 34.54

Garments — 1,629.42

Seeds 98.57 80.85

Specialty Fertilisers 52.93 63.26


Others 11.14 4.63

322.27 1,971.74

CMYK

190



` in Crores


NOTE: 17OTHER INCOMEInterest Income from

Subsidiaries 2.43 15.26

Others 49.38 20.80

Dividend Income

Subsidiary Company — 51.80

Joint Venture 50.25 33.50

Long-term Investments 3.35 3.35

Current Investments — 1.02

Net Gain on Sale of Investments

Current

Subsidiary Company — 0.19

Others 20.43 8.13

Long-term

Others 0.22 —

Gain on Redemption of Preference Share of Subsidiary — 18.75

Foreign Exchange Gain (Net) — 3.01

Profit on Sale of Fixed Assets (Net) — 5.61

Other Non-Operating Income 13.52 10.09

139.58 171.51

NOTE: 18COST OF MATERIALS CONSUMEDRaw Materials Consumed 2,833.11 3,194.53

Packing Materials Consumed 98.34 130.23

2,931.45 3,324.76

Details of Raw Materials Consumed under broad headsAlumina 20.91 22.47

Clays 31.36 27.83

Cotton Staple and Synthetic Yarn 318.21 301.18

Fabric 27.15 382.96

Flax Fibre 98.73 103.91

Metal Parts 124.85 119.60

Natural Gas 1,442.44 1,423.27

Sulpher 18.77 21.00

Staple and Synthetic Fibre 12.75 16.25

Wood Pulp 143.69 142.99

Wool Fibre 504.82 463.31

Others 89.43 169.76

2,833.11 3,194.53

NOTE: 19PURCHASE OF STOCK-IN-TRADEPurchase of Finished Goods 269.21 1,283.31

269.21 1,283.31

Details of Purchases of Finished Goods under broad headsAgro-Chemicals 70.74 73.02

Bulk Fertilisers — 30.65

Garments — 999.58

Seeds 78.56 67.67



Others 8.35 3.47

269.21 1,283.31

CMYK

191


Notes

` in Crores


NOTE: 20

CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADE

Opening Stocks



Work-in-Process 124.18 117.01


Certified Emission Reductions (CERs) — 0.09

814.98 769.46

Less:

Closing Stocks





Certified Emission Reductions (CERs) — —

351.97 814.98

Less:

(Increase)/Decrease in Excise Duty on Stocks (2.38) 1.86

Stock Transfer on demerger of Madura Business (527.68) —

(Increase)/Decrease (67.05) (43.66)

Movement of (Increase)/Decrease in Inventories

Finished Goods (60.53) (12.15)

Stock-in-Trade (4.82) (25.72)

Work-in-Process 0.68 (7.17)

Waste/Scrap ß (0.57)

Certified Emission Reductions (CERs) — 0.09


Details of Inventories:

Manufactured Goods

Caustic Soda 2.03 1.97

Garments — 216.48



Sulphuric Acid and Allied Chemicals 1.40 1.51

Urea 29.32 13.15


Yarn Linen 32.71 12.91


Others 9.53 4.65

227.92 383.85

CMYK

192



` in Crores


Traded Goods

Agro-Chemicals 13.07 8.53

Garments — 292.53

Seeds 1.62 2.25



Others 2.76 0.23

19.62 306.32

Work-in-Progress

Ammonia 1.43 2.44

Customised Fertilisers — 1.50

Garments — 19.69




Yarn Linen 9.85 9.34


103.80 124.18

NOTE: 21

EMPLOYEE BENEFITS EXPENSES

Salaries and Wages 380.88 627.45

Contribution to Provident and Other Funds (Refer Note: 39) 42.77 67.26

Expense on Employee Stock Options Scheme * (Refer Note: 40) 3.45 3.76

Expense on Stock Appreciation Rights Scheme (Refer Note: 40) 1.48 1.50

Staff Welfare Expenses 21.58 41.63

450.16 741.60

* ESOP charges are net of recovery of ` 1.40 Crore (Previous Year: ` Nil) from ABFRL on account of demerger of MaduraDivision. (Refer Note: 38A)

CMYK

193


Notes

` in Crores


NOTE: 22

OTHER EXPENSES

Consumption of Stores and Spares 137.32 138.46

Rent 9.52 318.38

Repairs and Maintenance of:

Buildings 13.62 11.91

Plant and Machinery 43.50 48.18

Others 5.37 59.79

Insurance 9.97 12.14

Rates and Taxes 5.65 40.33

Processing Charges 13.51 60.41

Commission to Selling Agents 21.16 231.04

Brokerage and Discounts 15.36 31.79

Advertisement and Sales Promotion 34.71 271.70

Transportation and Handling Charges 48.29 78.45

Store Security, Housekeeping and Other Expenses — 154.41

Legal and Professional Expenses (Refer Note: 33, Details of Auditors’ Remuneration) 48.25 76.87

Provision for Bad and Doubtful Debts, Advances and Bad Debts written off 10.55 11.05

Provision for Diminution in Value of Investments in Subsidiary — 0.43

Travelling and Conveyance 19.85 56.05

Loss on Sale/Discard of Fixed Assets (Net) 0.31 —

Bank Charges 4.39 9.37

Directors’ Sitting Fees 0.39 0.21

Directors’ Commission 2.85 4.50

Foreign Exchange Loss (Net) 8.98 —

Contribution to Research & Development Institution 1.10 1.41

Information Technology Expenses 4.88 22.75

Miscellaneous Expenses @ 64.05 136.04

523.58 1,775.67

@ Includes Contribution to General Electoral Trust for political purpose fordistribution to political parties/persons — 16.50

NOTE: 23

DEPRECIATION AND AMORTISATION EXPENSES

Depreciation of Tangible Assets 115.31 180.17

Amortisation of Intangible Assets 3.73 9.19

119.04 189.36

NOTE: 24

FINANCE COST

Interest Expenses* 267.79 249.78

Other Borrowing Costs 12.21 13.52

280.00 263.30

*Net of Interest Rebate Subsidy from Technology Upgradation Fund 7.49 9.94

*Net of Interest Capitalised 0.05 —

CMYK

194



NOTE: 25

CONTINGENT 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, 2016 March, 2015

Customs Duty, Departmental appeal against CESTAT order for deleting demand of — 2.04

Customs Act, payment of duty for non-fulfilment of provision of EXIM policy

1942 related to Advance Licence obtained by Madura Coats Ltd.

Demand of Differential Custom Duty on acquisition of 1.27 1.27

ENKA Tech Know-how

Various cases pertaining to demand of counter-vailing duty and 0.92 2.25

additional duties on imports, supplementary Drawback claim, etc.

Excise Duty, Central Demand for Non-inclusion of freight charges in transaction value for 5.04 4.38

Excise Act, 1944 the purpose of payment of excise duty on sale of chlorine

Departmental appeal against commissioner order for demand of 7.72 7.72

differential excise duty on processing of yarn Cake in to Cone at

STPL Bhestan under Noti. 30/2004-CE

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 — 2.11

Garments without paying duty

Demand of duty for alleged wrong availment of benefit of exemption — 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 1.60 1.49

Type Test Charges with the value of insulators

Various cases demanding duty on reversal of Cenvat credit on sale 3.94 5.51

of capital 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

1994 are not falling under input service for the period from April 2005 to

March 2010

Demand for Cenvat credit of Service Tax taken on Goods Transport 1.16 3.94

Agency Service on outward transportation from place of removal

till buyer’s place

Demand of Service Tax due to mismatch of Freight Inward declared 1.38 1.31

in ER-4 and ST-3 Returns

Disallowance of Cenvat credit on various grounds for April 2005 to 20.72 —

March 2014

Demand of Service Tax under Reverse Charge Mechanism under 3.14 —

Import of Services for 2006 to 2011

Various cases pertaining to disallowance of Cenvat credit of 3.58 1.44

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, disallowance of Cenvat credit on various grounds, etc.

CMYK

195


Notes

` in Crore

Nature of Brief Description of Contingent Liabilities As at 31st As at 31stStatute March, 2016 March, 2015

Sales Tax, Non-receipt of C and F forms, disallowance of Input Tax Credit 9.98 9.98

Commercial (ITC) on purchases by Power Plant, reversal of ITC, for AY 2006-07Tax Act Demand for Short of Form H, I and C, Input Tax Credit Short 5.08 4.03

adjusted on Stores Spares

Demand for Re-assessment for the year 2011-12 under Karnataka — 4.36

VAT Department

Demand for UP VAT for AY 2009-10, 2010-11 and 2011-12 — 5.02

Various other cases in respect of demand for Short of Forms H, 2.80 2.56

I and C, disallowance of input credit, etc

Income-tax Various Departmental Appeal in ITAT, High Court on 14A 62.26 51.23

Act, 1961 disallowance, disallowance of additional depreciation,

disallowance of depreciation on goodwill and various matters

Demand for various additions in tax assessment of AY 2009-10, 20.12 18.82

2010-11, AY 2011-12 and AY 2012-13

Demand for non-deduction of TDS on purchase of shares of 102.12 102.12

Joint Venture Company u/s 201(1) and 201(1A)

Demand due to Assessment proceedings u/s 154/143(3) 5.28 —

for AY 2011-12

Various other cases relating to transfer pricing adjsutments, 3.59 —

non-deduction of TDS, penalty, etc.

Other Statutes Labour Re-instatement and Workmen Compensation cases 3.27 3.85

Water drawal charges for the period of April 1999 to till date 92.89 80.73

Claim by various customers (Pedeee Syria, MGVCL) 2.99 2.80

Railways demanded Land Licence Fees, in 2008, for the land — 6.42

used for constructing and connecting siding with Railway at

Sindurwa, since 1988

Demand letter issued by UPSIDC for making payment of 26.26 22.84

maintenance charges on land allotted in 1983

Various other cases pertaining to Industrial Disputes, Railways 19.73 25.33

Licence Fee demand, Textile Cess on readymade garments,

possession of Gaon Sabha land and other Civil cases

Grand Total 411.72 386.68

b) Bills Discounted with Banks 52.00 51.11

c) Corporate Guarantees given to Banks for loans taken by subsidiaries — 17.50

d) 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 up to 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.

CMYK

196



` in Crores


NOTE: 26

CAPITAL AND OTHER COMMITMENTS

a) Estimated amount of Contracts remaining to be executed onCapital Account and not provided for (Net of Advances) 82.89 66.09

b) Customs Duty on Capital Goods and Raw Materials Imported underAdvance Licensing/EPCG Scheme, against which export obligation is to be fulfilled 150.41 154.26

c) For commitment under lease contract Refer Note: 37.

d) For commitment under derivative contract Refer Note: 44.

e) Transfer of investments, in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd., is restricted by the termscontained in their respective shareholder agreements. Non-disposal undertakings for IDEA and Aditya Birla Finance Limited(upto 26th October, 2015), investments have also been provided to certain Banks for respective credit facilities extendedby them.

Pursuant to the Shareholders’ Agreement entered into with the Sun Life of Canada, the Company has, in respect of BirlaSun Life Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirementprescribed by the regulatory authority.

f) Aditya Birla Customer Services Ltd. (ABCSL), a subsidiary of the Company, has issued 0.001% Compulsorily ConvertiblePreference Shares (CCPS) aggregating to ` 60 Crore to International Finance Corporation (IFC), vides Shareholders’Agreement, dated 19th December, 2014, and Subscription Agreement dated 19th December, 2014 (SHA). Under the saidSHA, Aditya Birla Financial Services Ltd. (ABFSL), the Company’s subsidiary company and holding company of ABCSL,has granted to IFC an option to sell the shares to ABFSL at fair valuation from the period beginning on the expiry of 60months of the subscription by IFC upto a maximum of 120 months from the date of subscription by IFC, in the event ABCSLor ABFSL fails to provide an opportunity to IFC to exit from ABCSL within 60 months from the date of subscription by IFC inthe form of Listing, Secondary Sale or Acquisition, etc. In the event ABFSL fails to fulfil its obligation, the Company will beobligated to fulfil this obligation.

` in Crores


NOTE: 27

VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS

Raw Materials 1,042.83 1,147.52

Stores and Spares 24.07 14.84

Capital Goods 17.21 70.08

Purchase of Finished Goods — 70.15

NOTE: 28

EXPENDITURE IN FOREIGN CURRENCY (on accrual basis)

Advertisement 0.15 2.95

Technical Assistance Fees/Royalties 0.39 16.04

Interest and Commitment Charges* 13.88 18.87

Professional Charges 6.43 3.32

Travelling 2.05 1.54

Commission 7.56 11.95

Others 2.04 5.24

*Interest expenditure in Foreign Currency includes interest on External Commercial Borrowing (ECB), which is fully hedged.

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Notes

NOTE: 29

VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS AND SPARE PARTS CONSUMED AND PERCENTAGETHEREOF TO THE TOTAL CONSUMPTION

Percentage Year Ended Percentage Year Ended31st March, 2016 31st March, 2015

Raw Materials:Imported 39.66% 1,123.74 34.99% 1,117.66Indigenous 60.34% 1,709.37 65.01% 2,076.87

2,833.11 3,194.53

Spare Parts:Imported 18.19% 8.96 15.15% 7.38Indigenous 81.81% 40.31 84.85% 41.33

49.27 48.71

NOTE: 30AMOUNT REMITTED IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND

In respect of Accounting Year

2014-15 2013-14

No. of Shareholders 437 438No. of Equity Shares 90,871 94,782Dividend Remitted in Foreign Currency 0.06 0.07


NOTE: 31EARNINGS IN FOREIGN CURRENCY (on accrual basis)

On Export of Manufactured Goods (F.O.B. Basis) 566.65 728.59On Export of Traded Goods (F.O.B. Basis) 3.45 2.14

NOTE: 32THE FOLLOWING ARE INCLUDED UNDER OTHER HEADS OFEXPENSES IN THE STATEMENT OF PROFIT AND LOSS

Particulars Head under which it is clubbedConsumption of Stores Repairs and Maintenance 15.61 15.91Insurance Staff Welfare Expenses 2.72 5.56

NOTE: 33DETAILS OF AUDITORS’ REMUNERATION

Payments to Statutory Auditor:As Auditors

For Audit Fees (Including Limited Review Fees) 1.04 1.04For Tax Audit 0.12 0.12

In other capacityFor Other Services 0.63 0.16For Reimbursement of Expenses 0.08 0.08

1.87 1.40

Payments to Branch Auditor:As Auditors

As Audit Fees (Including Limited Review Fees) 0.08 0.43As Tax Audit — 0.03

In other capacityFor Other Services — 0.02For Reimbursement of Expenses — 0.09

0.08 0.57

Payments to Cost Auditor:For Audit Fees 0.06 0.07For Reimbursement of Expenses — 0.01

0.06 0.08

2.01 2.05

CMYK

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NOTE: 34

DETAILS OF EXPENDITURE INCURRED IN IN-HOUSE RESEARCH & DEVELOPMENT (R&D) FACILITIES APPROVED BYDEPARTMENT OF SCIENTIFIC AND INDUSTRIAL RESEARCH, MINISTRY OF SCIENCE AND TECHNOLOGY, GOVERNMENTOF INDIA, UNDER SECTION 35 OF INCOME-TAX ACT, 1961

` in Crores


i) Capital Expenditure

Capital Equipment 0.31 0.01

ii) Revenue Expenditure

Salaries and Wages 1.17 0.84

Material Consumables/Spares 0.17 0.01

Other Expenditure directly related to R&D 0.52 0.31

iii) Total R&D Expenditure on approved R&D Facilities (Total i) & ii)) 2.17 1.17

iv) Less: Amount Received by R&D Facilities — —

v) Net Amount of R&D Expenditure 2.17 1.17

` in Crores


NOTE: 35

DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-20 –EARNINGS PER SHARE

Earnings Per Share (EPS) is calculated as under:

Net Profit as per the Statement of Profit and Loss 360.02 527.69

Less: Preference Dividend and Tax thereon — ß

Net Profit for EPS (A) 360.02 527.69

Weighted-average Number of Equity Shares forcalculation of Basic EPS (B) 130,168,028 130,111,149

Basic EPS (`) (A/B) 27.66 40.56

Weighted-average Number of Equity Shares Outstanding 130,168,028 130,111,149

Add: Shares Held in Abeyance 41,323 41,323

Add: Dilutive impact of Employee Stock Options 92,373 168,085

Weighted-average number of Equity Shares forcalculation of Diluted EPS (C) 130,301,724 130,320,557

Diluted EPS (`) (A/C) 27.63 40.49

Nominal Value of Shares (`) 10.00 10.00

CMYK

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Notes

NOTE: 36

DISCLOSURE IN RESPECT OF THE COMPANY’S JOINT VENTURES IN INDIA PURSUANT TO ACCOUNTING STANDARD-27 – ‘FINANCIAL REPORTING OF INTEREST IN JOINT VENTURES’

Country of Proportion of Ownership InterestName of the Venture Incorporation As at As at


IDEA Cellular Limited India 23.26% 23.28%

The Aggregate of Company’s Share in the above Venture is: ` in Crores

Non-Current Assets 18,146.24 10,475.66

Current Assets 1,079.26 3,600.16

Non-Current Liabilities 10,132.95 4,665.38

Current Liabilities 3,098.68 4,049.56

Total Revenue 8,429.36 7,594.20

Expenses (Including Depreciation and Taxation) 7,712.77 6,838.52

Contingent Liabilities 3,555.51 3,852.44

Capital Commitments 820.79 7,636.38

NOTE: 37

DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19 – LEASES IS AS UNDER

` in Crores


A. Assets Taken on Lease:

i) Operating Lease Payment recognised in the Statement of Profit and Loss

Minimum Lease Rent 9.52 305.15

Contingent Lease Rent — 13.23

9.52 318.38

ii) The Company has taken certain Office Premises, Showrooms and Residential Houses on non-cancellable/cancellableoperating lease.

iii) The future minimum rental payable in respect of non-cancellable operating lease are as follows:

` in Crores


Not later than one year — 35.90

Later than one year and not later than five years — 35.38

— 71.28

iv) The details of finance lease payments payable and their Present Value as at the Balance Sheet Date: ` in Crores

(A) Particulars Total Lease Present Value InterestCharges Payable

Not later than one year 0.25 0.19 0.06

(0.25) (0.17) (0.08)

Later than one year and not later than five years 0.44 0.39 0.05

(0.70) (0.59) (0.11)

Total 0.69 0.58 0.11

(0.95) (0.76) (0.19)

Figures in brackets represent the corresponding amount of Previous Year.

(B) A general description of the significant leasing arrangements:

The Company has entered into finance lease arrangements for computer servers from a vendor. The finance obligationis secured by a charge against the said assets.

CMYK

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NOTE: 38A

DISCONTINUING OPERATIONS

The Board of Directors of Aditya Birla Nuvo Limited (the Company), at its meeting held on 3rd May, 2015, has considereda Composite Scheme of Arrangement between the Company (with respect to its the branded apparel retailing division,Madura Garments), Madura Garments Lifestyle Retail Company Limited (with respect to its luxury branded apparel retailingdivision) and Pantaloons Fashion & Retail Limited (PFRL), and their respective shareholders and creditors under Sections391 to 394 of the Companies Act, 1956 [“Composite Scheme”].

The Hon’ble High Court of Gujarat, vide its Order dated 23rd October, 2015, and the Hon’ble High Court of Bombay, videits Order dated 5th December, 2015, have approved the Composite Scheme of Arrangement between the Company withrespect to its branded apparel retailing division (Madura Garments), Madura Garments Lifestyle Retail Company Limited(MGLRCL) with respect to its luxury branded apparel retailing division (Madura Lifestyle), Pantaloons Fashion & RetailLimited (PFRL) now known as Aditya Birla Fashion and Retail Limited (ABFRL) and their respective shareholders andcreditors under Sections 391 to 394 of the Companies Act, 1956 [“the Composite Scheme”]. Pursuant to the CompositeScheme, Madura Garments and Madura Lifestyle have been demerged from the respective companies and have beenmerged with ABFRL.

Eligible Shareholders of the Company have been allotted 26 new equity shares of ` 10 each of ABFRL for every 5 equityshares of ` 10 each held in the Company pursuant to demerger of Madura Garments. Shareholders of MGLRCL have beenallotted 7 new equity shares of ` 10 each of ABFRL for every 500 equity shares of ` 10 each held in MGLRCL and thepreference shareholder of MGLRCL has been allotted 1 new equity share of ` 10 each of ABFRL pursuant to demerger ofMadura Lifestyle. The Composite Scheme has been made effective on 9th January, 2016, with effect from the AppointedDate of 1st April, 2015.

The Record Date fixed for ascertaining the entitlement of the eligible shareholders of the Company for the allotment ofABFRL shares was 21st January, 2016. After the effectiveness of the Composite Scheme and the allotment of shares byABFRL, the shareholding of the Company (directly and through other subsidiaries) in ABFRL is 9.1% and, hence, ABFRLhas ceased to be subsidiary of the Company.

In view of the above, the figures for the previous year are strictly not comparable.

The following statement shows the revenue and expenses of Madura Garments Division:

` in Crores


Revenue from Operations — 3,547.87

Less: Excise Duty — —

Net Revenue from Operations — 3,547.87

Other Income — 5.83

Total Revenue — 3,553.70

Expenses

Cost of Materials Consumed — 521.43

Purchase of Stock-in-Trade — 997.81

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade — (77.07)

Employee Benefits Expenses — 333.48

Power and Fuel — 8.33

Other Expenses — 1,293.64

Total Expenses — 3,077.62

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — 476.08

Depreciation and Amortisation Expenses — 72.00

Finance Cost — 95.66

Profit Before Exceptional Item and Tax — 308.42

Profit on Sale of Assets attributable to Discontinued Operations — —

Profit Before Tax from Discontinued Operations — 308.42

Tax Expenses of Discontinued Operations — 105.29

Profit for the Year — 203.13

CMYK

201


Notes

` in Crores


The carrying amount of the total assets and liabilities transferred are as follows:

Fixed Assets — 278.18

Loans and Advances — 245.21

Inventories — 624.00

Trade Receivables — 542.53

Other Assets — 25.62

Deferred Tax Assets — 52.15

Total Assets (A) — 1,767.69

Borrowings pertaining to Madura Garments — 451.46

Trade Payables — 986.23

Other Liabilities — 207.95

Total Liabilities (B) — 1,645.64

Excess of Total Assets over Total Liabilities has been Charged toCapital Reserve (A – B) — 122.05

` in Crores


The net cash flows attributable to the Garment Business are as follows:

Operating Activities — 328.40

Investing Activities — (83.32)

Financing Activities — (252.63)

Net Cash Inflow/(Outflow) — (7.55)

NOTE: 38B

Amalgamation of Madura Garments Lifestyle Retail Company Limited (MGLRCL)

The Hon’ble High Court of Gujarat at Ahmedabad, vide its Order dated 21st December, 2015, has approved the Schemeof Amalgamation of remaining business of Madura Garments Lifestyle Retail Company Limited (MGLRCL) with Aditya BirlaFinance Limited (ABFL) (“the Scheme”). Pursuant to the Scheme, MGLRCL, being wholly owned subsidiary of the Company,has been amalgamated with ABFL, wholly owned subsidiary of the Company, w.e.f. 1st July, 2015, being the AppointedDate. The effective date of the Scheme was 25th January, 2016, and Record Date for allotment was 2nd February, 2016.Pursuant to the said scheme, the equity shareholders of MGLRCL received 9 equity shares of ABFL for every 32 equityshares held in the MGLRCL. Each and every 8% preference shareholders of MGLRCL (face value of ` 10) received one 8%preference share of ABFL (face value of ` 10), on the same terms and conditions.

NOTE: 39

RETIREMENT BENEFITS

Disclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)

a) The details of the Company’s Defined Benefit Plans in respect of Gratuity (funded by the Company):

General Description of the Plan

The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteendays salary last drawn for each completed year of service. The same is payable on termination of service or retirement,whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Company’sscheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.

` in Crores


Amounts recognised in the Balance Sheet in respect of Gratuity

Present Value of the funded Defined Benefit Obligations at the end of the year 123.93 136.43

Fair Value of Plan Assets 118.68 135.05

Net (Asset)/Liability 5.25 1.38

CMYK

202



` in Crores


Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of Gratuity

Current Service Cost 6.65 8.91

Interest on Defined Benefit Obligations 8.78 9.21

Expected Return on Plan Assets (9.07) (9.12)

Net Actuarial (Gain)/Loss recognised during the year 8.74 12.30

Net Gratuity Cost 15.10 21.30

Actual Return on Plan Assets:

Expected Return on Plan Assets 9.07 9.12

Actuarial Gain/(Loss) on Plan Assets (0.66) 6.82

Actual Return on Plan Assets 8.41 15.94

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 136.43 110.24


Interest Cost 8.78 9.21

Actuarial (Gain)/Loss 8.08 19.12

Liabilities Settled on Divestment (26.22) —

Benefits Paid (9.79) (11.05)

Closing Defined Benefit Obligations 123.93 136.43

Change in Fair Value of the Plan Assets:

Opening Fair Value of the Plan Assets 135.05 110.55


Actuarial Gain/(Loss) (0.66) 6.82

Contributions by the Employer 11.23 19.61

Assets Distributed on Divestment (26.22) —


Closing Fair Value of the Plan Assets 118.68 135.05

Investment Details of the Plan Assets

Government of India Securities 21% 27%

Corporate Bonds 1% 1%

Insurer Managed Fund 55% 51%

Special Deposit Scheme 2% 2%

Others 21% 19%

Total 100% 100%

There are no amount included in the Fair Value of the Plan Assets for:

i) Company’s own financial instrument

ii) Property occupied by or other assets used by the Company

` in Crores

Experience Adjustment 31s March, 31st March, 31st March, 31st March, 31st March, 2016 2015 2014 2013 2012

Defined Benefit Obligations 123.93 136.43 110.24 114.81 101.01

Plan Assets 118.68 135.05 110.55 112.28 97.70

Surplus/(Deficit) (5.25) (1.38) 0.31 (2.53) (3.31)

Experience Adjustment on Plan Liabilities 6.45 9.53 8.33 3.84 3.01

Experience Adjustment on Plan Assets (0.66) 6.82 (3.79) 3.18 (1.52)

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.

CMYK

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Notes


Principal Actuarial Assumptions at the Balance Sheet DateDiscount Rate 7.80% 8.00%

Estimated Rate of Return on Plan Assets 7.80% 8.50%

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion andother relevant factors such as supply and demand in the employment market.

Estimated amount of contribution expected to be paid to the fund during the annual period being after the Balance Sheetdate is ` 13.00 Crore (Previous Year: ` 10.00 Crore).

b) The details of the Company’s Defined Benefit Plans in respect of the Company owned Provident Fund Trust:

` in CroresYear Ended Year Ended


Contribution to Company-Owned Employees’ Provident Fund Trust 6.36 10.93

The Guidance Note on implementing AS-15, ‘Employee Benefits (Revised 2005)’, issued by the ICAI states that ProvidentFunds set-up by employers, which requires interest shortfall to be met by the employer, needs to be treated as DefinedBenefit Plan. The Company set-up Provident Fund does not have existing deficit of Interest shortfall.

The actuary has accordingly provided for a valuation and based on the below provided assumptions there is no shortfall asat 31st March, 2016, and 31st March, 2015. As per the actuarial valuation report, the interest shortfall liability being “OtherLong-term Employee Benefits”, detailed disclosures are not required.

` in Crores


The details of the Plan Assets position as under:

Plan Assets at Fair Value 343.62 406.50

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 7.95% 7.90%

Discount Rate for the remaining term of maturity of Investment Portfolio 7.93% 7.87%

Guaranteed Interest Rate 8.80% 8.75%

c) The details of the Company’s Defined Benefit Plans in respect of Pension for (unfunded by the Company):

General Description of the PlanIn addition to contribution to the state managed pension plan, the Company provides pension to some employees, whichis discretionary in the nature. The quantum of pension depends on the cadre of the employee at the time of retirement.



Amounts recognised in the Balance Sheet in respect of Pension:Present Value of unfunded Defined Benefit Obligations at the end of the Year 6.72 6.62

Fair Value of Plan Assets — —

Net Liability/(Asset) 6.72 6.62

Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of Pension:Interest on Defined Benefit Obligations 0.48 0.51

Net Actuarial (Gain)/Loss recognised during the Year 0.81 1.02

Net Pension Cost 1.29 1.53

Reconciliation of Present Value of the Obligations:Opening Defined Benefit Obligations 6.62 6.27





Financial Assumptions at the Valuation Date

Discount Rate 7.80% 8.00%

CMYK

204



` in Crores

Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March,2016 2015 2014 2013 2012



` in Crores


d) Defined Contribution Plans –

Amount recognised as an expense and included in the Note: 21 as“Contribution to Provident and Other Funds” 21.30 35.03

NOTE: 40

DISCLOSURE UNDER EMPLOYEE STOCK OPTIONS SCHEME

(I) Under the Employee Stock Options Scheme-2006 (ESOS-2006), the Company has granted options to theeligible employees 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 ValueVesting Plan Graded Graded Graded Graded Graded

Vesting - 25% Vesting - 25% Vesting - 25% Vesting - 25% Vesting - 25%every year every year every year every year every year

Exercise Period 5 Years from 5 Years from 5 Years from 5 Years from 5 Years fromthe date of the date of the date of the date of the date of

Vesting Vesting Vesting Vesting Vesting

Grant Date 23.08.2007 25.01.2008 20.08.2010 08.09.2010 07.06.2011

Grant/Exercise Price (` Per Share) 1,180.00 1,802.00 687.00 697.00 748.00

Repricing of the Option on20th August, 2010 (` Per Share) 687.00 687.00 — — —

Market Price on the date ofGrant of Option (` Per Share) 1,282.55 1,948.70 816.85 839.80 905.10

Market Price on the date ofRepricing of Option (` Per Share) 816.85 816.85 — — —

(ii) Details of Activity in the Plan:

2015-16 2014-15

Particulars Options Range of Weighted- Options Range of Weighted-Exercise average Exercise averagePrice (`) Exercise Price (`) Exercise

Price (`) Price (`)

Options Outstanding at 62,331 687.00 to 691.14 116,235 687.00 to 689.80the beginning of the year 748.00 748.00

Granted during the year — — — — — —

Exercised during the year 62,331 687.00 to 691.14 52,221 687.00 to 687.97748.00 697.00

Lapsed during the year — — — 1,683 697.00 697.00

Options Outstanding atthe end of the year — — — 62,331 687.00 to 691.14

748.00

Options Unvested atthe end of the year — — — 843 — —

Options Exercisable atthe end of the year — — — 61,488 687.00 to 690.36

748.00

* Includes 3,360 options granted to the employees of its Subsidiaries.

CMYK

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Notes

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.Accordingly, ` ß {net of recovery of ` Nil from the subsidiaries} (Previous Year: ` 0.01 Crore net of recovery of ` Nilfrom the subsidiaries) 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 ` 2,099.98 pershare (Previous Year: ` 1,494.92).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2016, is Nil(Previous Year: 1.65 years).

(iii) Fair Valuation:The fair value of the options used to compute proforma net profit and the 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 perOption (`) 591.53 825.67 471.44 486.82 443.49

Particulars On the Date of Repricing

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 Option:

(i) Employee Stock Options Scheme:

Particulars Tranche - I Tranche - II Tranche - IIINo. of Options 104,272 16,239 35,060

Additional Options issued due to the Scheme of Demerger 16,101 5,129 27,547

Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value

Vesting Plan - Original Options Graded Graded GradedVesting - 25% Vesting - 25% Vesting - 25%

every year every year every year

Vesting Plan - Additional Options Proportion and Proportion and Proportion andperiod period period

coterminous coterminous coterminouswith the with the with the

vesting period vesting period vesting periodof original of original of original

ESOP ESOP ESOP

Exercise Period 5 Years from 5 Years from 5 Years fromthe date of the date of the date of

Vesting Vesting Vesting

Grant Date 07.12.2013 29.01.2014 12.11.2014

Grant Date of Additional Options issued 31.03.2016 31.03.2016 31.03.2016

Grant/Exercise Price (` Per Share) 1,239.80 1,053.85 1,726.95

Repricing of the Option on 31st March, 2016 (` Per Share) 694.30 590.15 967.10

Market Price on the date of Grant ofOriginal Option (` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date of Repricing ofOption/Grant of Additional Options (` Per Share) 822.6 822.6 822.6

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2015-16 2014-15


Price (`) Price (`)

Options Outstanding at the 98,655 1,053.85 to 1,382.32 120,511 1,053.85 to 1,214.74beginning of the year 1,726.95 1,239.80

Additional Options issued 48,777 590.15 to 837.41 — — —due to the Scheme of Demerger 967.10

Granted during the year — — — 35,060 1,726.95 1,726.95

Exercised during the year 23,334 1,053.85 to 1,211.10 — — —1,239.80

Lapsed during the year 13,241 1,053.85 to 1,153.99 56,916 1,239.80 1,239.801,239.80

Options Outstanding at the 110,857 590.15 to 837.41 98,655 1,053.85 to 1,382.32end of the year 967.09 1,726.95

Options Unvested at the 80,957 — — 86,096 — —end of the year

Options Exercisable at the 29,900 590.15 to 816.87 12,559 1,053.85 to 1,179.67end of the year 967.09 1,239.80

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.Accordingly, ` 0.59 Crore has been charged to the current year Statement of Profit and Loss (Prevous Year:` Nil).

For the option exercised during the period, the weighted-average share price at the exercise date was ̀ 2,123.14per share (Previous Year: ` Nil).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2016, is 5.92years (Previous Year: 6.62 years).

(iii) Fair Valuation:

The fair value of the options used to compute proforma net profit and the earnings per share have been done byan independent valuer on the date of grant using Black-Scholes Merton Formula. The key assumptions and theFair Value are as under:


Tranche - I Tranche - II Tranche - III

Risk-Free Interest Rate (%) 8.88 8.87 7.91

Option Life (Years) 5.00 5.00 5.00

Expected Volatility* 30.02 29.97 30.45

Expected Dividend Yield (%) 0.61 0.73 0.42

Weighted-average Fair Value per Option (`) 509.65 428.05 694.22

* Expected volatility of the Company’s stock price is based on NSE price data of last three years.

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Notes





Expected Volatility# 32.62 32.37 31.37



Incremental Fair Value (`) 186.60 201.11 142.80

Fair Valuation of Additional Options issued due to Demerger:

Particulars On the Date of Additional Grant







# Expected Volatility is based on Company’s stock price on NSE is based on the price data of previous yearsupto the date of grant/reporting to commensurate with the expected term of the Option. However, in view of theDemerger, for the changes in share prices of ABNL, the volatility was calculated separately upto the date ofDemerger (pre-Demerger) and from the date of the Demerger (post-Demerger), and thereafter the weighted-average of the same is taken.

(B) Restricted Stock Units


Particulars Tranche - I Tranche - II Tranche - III

No. of Options 101,731 9,567 12,630

Additional Options issued due tothe Scheme of Demerger 11,139 5,320 10,092


Vesting Plan Bullet Vesting-end of Bullet Vesting-end of Bullet Vesting-end of3 years from the 3 years from the 3 years from the

grant date grant date grant date

Vesting Plan - Additional RSUs Proportion and Proportion and Proportion andperiod coterminous period coterminous period coterminous

with the vesting with the vesting with the vestingperiod of original RSU period of original RSU period of original RSU

Exercise Period 5 Years from the 5 Years from the 5 Years from thedate of Vesting date of Vesting date of Vesting

Grant Date 07.12.2013 29.01.2014 12.11.2014

Grant Date of Additional Option issued 31.03.2016 31.03.2016 31.03.2016

Grant/Exercise Price (` Per Share) 10.00 10.00 10.00

Market Price on the date of Grant ofOriginal Option (` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date of AdditionalOptions granted (` Per Share) 822.60 822.60 822.60

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The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.Accordingly, ` 2.85 Crore (net of recovery of ` 1.40 Crore from ABFRL on account of ESOP option granted toemployee of demerged Madura division) has been charged to the current year Statement of Profit and Loss(Previous Year: ` 3.76 Crore).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2016, is 5.89years (Previous Year: 6.82 years).

(iii) Fair Valuation:The fair value of the options used to compute proforma net profit and the earnings per share have been done byan independent valuer on the date of grant using Black-Scholes Merton Formula. The key assumptions and theFair Value are as under:


Tranche - I Tranche - II Tranche - IIIRisk-Free Interest Rate (%) 8.88 8.87 7.91




Weighted-average Fair Value per Option (`) 1,195.33 1,008.87 1,684.01

*Expected volatility of the Company’s stock price is based on NSE price data of last three years.

Fair Valuation for the Additional Shares Granted:





Expected Volatility # 32.08 31.61 31.16



#Expected Volatility is based on Company’s stock price on NSE is based on the price data of previous years uptothe date of grant/reporting to commensurate with the expected term of the Option. However, in view of theDemerger, for the changes in share prices of the Company, the volatility was calculated separately upto the dateof Demerger (pre-Demerger) and from the date of the Demerger (post-Demerger), and thereafter the weighted-average of the same is taken.


2015-16 2014-15


Price (`) Price (`)

Options Outstanding at thebeginning of the year 105,041 10.00 10.00 111,298 10.00 10.00

Additional Granted due to theScheme of Demerger 26,551 10.00 10.00 — — —

Granted during the year — — — 12,630 10.00 10.00

Exercised during the year — — — — — —

Lapsed during the year 15,882 10.00 10.00 18,887 10.00 10.00

Options Outstanding at theend of the year 115,710 10.00 10.00 105,041 10.00 10.00

Options Unvested at theend of the year 115,710 — — 105,041 — —

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Notes


2015-16 2014-15


Price (`) Price (`)


Additional Options Granted due to 36,331 590.15 to 818.11 — — —Scheme of Demerger 967.10





Options Unvested at the end of the year 66,150 — — 75,324 — —


The Stock Appreciation Right’s compensation cost is amortised on a straight-line basis over the total vesting period ofthe options. Accordingly, ` 1.48 Crore (Previous Year: ` 1.50 Crore) has been charged to the current year Statementof Profit and Loss.

The weighted-average remaining contractual life for the Stock Appreciation Right’s outstanding as at 31st March,2016 is 3.73 years (Previous Year: 4.35 years).

(C) Stock Appreciation Rights (SAR):

(i) Scheme:


No. of Options 91,239 14,199 30,678

Additional Options issued due to theScheme of Demerger 14,089 4,164 18,078


Vesting Plan Graded Vesting - Graded Vesting - Graded Vesting -25% every year 25% every year 25% every year

Vesting Plan - Additional Options Proportion and Proportion and Proportion andperiod coterminous period coterminous period coterminous

with the vesting with the vesting with the vestingperiod of original period of original period of original

SAR’s SAR’s SAR’s

Exercise Period 3 Years from the 3 Years from the 3 Years from thedate of Vesting or date of Vesting or date of Vesting or

6 years from the 6 years from the 6 years from thedate of grant, date of grant, date of grant,

whichever is earlier whichever is earlier whichever is earlier

Grant Date 07.12.2013 29.01.2014 12.11.2014


Grant Price (` Per Share) 1,239.80 1,053.85 1,726.95

Repricing of the Option on31st March, 2016 (` Per Share) 694.30 590.15 967.10

Market Price on the date of Grant ofOptions (` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date of Repricing ofOption/Grant of Additional Options (` Per Share) 822.60 822.60 822.60

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Had the compensation cost for the stock options granted under ESOS-2006 and 2013 been recognised based on fairand value in accordance with Black-Scholes Merton Formula, the proforma amount of net profit and earnings pershare of the Company would have been as under:

` in Crores

Particulars 2015-16 2014-15

Net Profit 360.02 527.69

Add: Compensation Cost as per Intrinsic Value 4.92 5.26

Less: Compensation Cost as per Fair Value 3.56 7.85

Adjusted Net Income 361.38 525.10

Weighted-average number of Basic Equity Shares Outstanding (In Nos.) 130,168,028 130,111,149

Weighted-average number of Diluted Equity Shares Outstanding (In Nos.) 130,301,724 130,320,557

Face Value of the Equity Share (In `) 10 10

Reported Earnings Per Share (EPS)

– Basic EPS (`) 27.66 40.56

– Diluted EPS (`) 27.63 40.49

Proforma Earnings Per Share (EPS)

– Basic EPS (`) 27.76 40.36

– Diluted EPS (`) 27.73 40.29


The Fair Value of the options used to compute proforma net profit and the earnings per share have been done by anindependent valuer using Black-Scholes Merton Formula. The key assumptions and the Fair Value are as under:

Particulars As at 31.03.2016







Fair Valuation of Additional Options:








# Expected Volatility is based on Company’s stock price on NSE is based on the price data of previous years upto thedate of grant/reporting to commensurate with the expected term of the Option. However, in view of the Demerger,for the changes in share prices of ABNL, the volatility was calculated separately upto the date of Demerger(pre-Demerger) and from the date of the Demerger (post-Demerger), and thereafter the weighted-average of thesame is taken.

The Company is following Intrinsic Value for Employee Stock Options Scheme valuation.

CMYK

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Notes

NOTE: 41LIST OF RELATED PARTIESPARTIES WHERE CONTROL EXISTSUBSIDIARIES

Aditya Birla Financial Services Limited (ABFSL)

Aditya Birla Capital Advisors Private Limited (ABCAPL)

ABCAP Trustee Company Private Limited (ATCPL) (w.e.f. 25th March, 2016)

Aditya Birla Customer Services Limited (ABCSL)

Aditya Birla Health Insurance Co. Limited (ABHICL) (w.e.f. 22nd April, 2015)

Aditya Birla Trustee Company Private Limited (ABTCPL)

Aditya Birla Money Limited (ABML)

Aditya Birla Commodities Broking Limited (ABCBL)

Aditya Birla Financial Shared Services Limited (ABFSSL)

Aditya Birla Finance Limited (ABFL)

Aditya Birla Securities Private Limited (ABSL) (up to 10th September, 2014)

Aditya Birla Insurance Brokers Limited (ABIBL)

Birla Sun Life Asset Management Company Limited (BSAMC)

Birla Sun Life AMC (Mauritius) Ltd.

Aditya Birla Sun Life AMC Ltd., Dubai

Aditya Birla Sun Life AMC Pte. Ltd., Singapore

India Advantage Fund Ltd. (IAFL)

International Opportunities Fund SPC (IOF)

Birla Sun Life Trustee Company Private Limited (BSTPL)

Aditya Birla Housing Finance Ltd. (ABHFL)

Aditya Birla Money Mart Limited (ABMML)

Aditya Birla Money Insurance Advisory Services Limited (ABMIASL)

ABNL IT & ITES Limited (IT&ITES) (upto 30th September, 2015)

Aditya Birla Minacs BPO Private Limited (ABMBPL) (upto 30th September, 2015)

Aditya Birla Minacs Worldwide Limited (ABMWL) (upto 8th May, 2014)

Aditya Birla Minacs Philippines Inc. (ABMPI) (up to 8th May, 2014)

AV TransWorks Limited (AVTL) (up to 8th May, 2014)

Aditya Birla Minacs Worldwide Inc. (ABMWI) (up to 8th May, 2014)

Aditya Birla Minacs BPO Limited (ABMBL) (up to 8th May, 2014)

Minacs Worldwide SA de CV (MWSC) (up to 8th May, 2014)

The Minacs Group (USA) Inc. (MGI) (up to 8th May, 2014)

Bureau of Collection Recovery, LLC (BCR) (up to 8th May, 2014)

Bureau of Collections Recovery (BCR) Inc. (up to 8th May, 2014)

Minacs Limited (ML) (up to 8th May, 2014)

Minacs Worldwide GmbH (MWGH) (up to 8th May, 2014)

Minacs Kft. (up to 8th May, 2014)

Aditya Vikram Global Trading House Limited (AVGTHL) (up to 29th September, 2014)

Birla Sun Life Insurance Company Limited (BSLICL)

Birla Sun Life Pension Management Limited (BSLPML) (w.e.f. 9th January, 2015)

ABNL Investment Limited (ABNL Inv)

Shaktiman Mega Food Park Private Limited (SMFP)

Madura Garments Lifestyle Retail Company Limited. (MGLRCL) (upto 30th June, 2015)

Indigold Trade and Services Limited (ITSL) (upto 30th September, 2015)

Pantaloons Fashion & Retail Limited (PFRL) (upto 31st March, 2015)

[now known as Aditya Birla Fashion and Retail Limited (ABFRL)]

Aditya Birla Renewables Limited (ABRL) (w.e.f. 7th August, 2015)

Aditya Birla IDEA Payments Bank Limited (ABIPBL) (w.e.f. 19th February, 2016)

OTHER RELATED PARTIES

JOINT VENTURESIDEA Cellular Limited (IDEA)

ASSOCIATESBirla Securities Limited (BSL) (upto 14th November, 2014)

KEY MANAGEMENT PERSONNEL (KMP)Mr. Lalit Naik – Managing Director (Deputy Managing Director upto 30th June, 2014)

Mr. Sushil Agarwal – Whole-time Director (upto 30th June, 2015)

Dr. Rakesh Jain – Managing Director (Upto 30th June, 2014)

ENTERPRISES HAVING COMMON KEY MANAGEMENT PERSONNEL (KMP)Aditya Birla Science & Technology Company Private Limited (ABSTCPL) (Common KMP Mr. Lalit Naik) (w.e.f. 30th March,

2015), upto 30th March, 2016)

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Disclosure in respect of Related Parties pursuant to Accounting Standard-18

During the year, following transactions were carried out with the related parties in the ordinary course of business:

` in Crores

Transaction/Nature of Relationship Subsidiaries Joint Associates Key Enterprises Grand TotalVentures Management having

Personnel common KeyManagement

Personnel

Purchase of Goods

PFRL — — — — — —(4.06) — — — — (4.06)

TOTAL — — — — — —(4.06) — — — — (4.06)

Information Technology Cost

ABMWL — — — — — —(0.01) — — — — (0.01)

TOTAL — — — — — —(0.01) — — — — (0.01)

Brokerage and Discounts

PFRL — — — — — —(1.16) — — — — (1.16)

TOTAL — — — — — —(1.16) — — — — (1.16)

Contribution to Research and Development Institution

ABSTCPL — — — — 1.10 1.10— — — — — —

TOTAL — — — — 1.10 1.10— — — — — —

Other Expenses

BSLICL 0.83 — — — — 0.83(0.93) — — — — (0.93)

IDEA — 0.93 — — — 0.93— (3.01) — — — (3.01)

TOTAL 0.83 0.93 — — — 1.76(0.93) (3.01) — — — (3.94)

Sales of Goods

PFRL — — — — — —(130.26) — — — — (130.26)

MGLRCL — — — — — —(136.52) — — — — (136.52)

TOTAL — — — — — —(266.78) — — — — (266.78)

Interest Received

ABNL Inv — — — — — —(0.02) — — — — (0.02)

ABCSL 0.50 — — — — 0.50(3.13) — — — — (3.13)

ABMWL — — — — — —(5.72) — — — — (5.72)

ABMIASL 0.31 — — — — 0.31— — — — — —

ABMML 1.63 — — — — 1.63(0.20) — — — — (0.20)

BSLICL ß — — — — ß(0.02) — — — — (0.02)

CMYK

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Notes

ITSL — — — — — —(2.45) — — — — (2.45)

IT&ITES ß — — — — ß(0.07) — — — — (0.07)

MGLRCL — — — — — —(3.65) — — — — (3.65)

ABSTCPL — — — — 1.25 1.25— — — — (0.01) (0.01)

TOTAL 2.44 — — — 1.25 3.69(15.26) — — — (0.01) (15.27)

Dividend Received

BSLICL — — — — — —(51.80) — — — — (51.80)

IDEA — 50.25 — — — 50.25— (33.50) — — — (33.50)

TOTAL — 50.25 — — — 50.25(51.80) (33.50) — — — (85.30)

Other Income

MGLRCL — — — — — —(0.12) — — — — (0.12)

TOTAL — — — — — —(0.12) — — — — (0.12)

Receipt against Reimbursement of Revenue/Capital Expenditure

ABFL 0.01 — — — — 0.01(0.06) — — — — (0.06)

PFRL — — — — — —(2.36) — — — — (2.36)

ABFSL 0.11 — — — — 0.11(0.21) — — — — (0.21)

ABHICL 1.23 — — — — 1.23— — — — — —

ABML 0.01 — — — — 0.01ß — — — — ß

ABRL 1.44 — — — — 1.44— — — — — —

BSLICL 0.16 — — — — 0.16— — — — — —

MGLRCL — — — — — —(0.12) — — — — (0.12)

Other Related Parties 0.01 — — — — 0.01ß — — — — ß

TOTAL 2.97 — — — — 2.97(2.75) — — — — (2.75)

Payment for Reimbursement of Expenses

ABFL 0.01 — — — — 0.01(0.02) — — — — (0.02)

PFRL — — — — — —(0.47) — — — — (0.47)

TOTAL 0.01 — — — — 0.01(0.49) — — — — (0.49)

` in Crores



Personnel

CMYK

214



Purchase of Fixed Assets

ABFL — — — — — —0.04 — — — — 0.04

TOTAL — — — — — —0.04 — — — — 0.04

Sale of Fixed Assets

PFRL — — — — — —ß — — — — ß

TOTAL — — — — — —ß — — — — ß

Interest Expenses

BSLICL 4.06 — — — — 4.06ß — — — — ß

TOTAL 4.06 — — — — 4.06ß — — — — ß

Managerial Remuneration Paid *

Mr. Lalit Naik — — — 5.62 — 5.62— — — (5.49) — (5.49)

Mr. Sushil Agarwal — — — 2.31 — 2.31— — — (3.94) — (3.94)

Dr. Rakesh Jain — — — — — —— — — (6.72) — (6.72)

TOTAL — — — 7.93 — 7.93— — — (16.15) — (16.15)

Fresh Investments Made

ABFSL 967.00 — — — — 967.00(681.11) — — — — (681.11)

ABHICL 10.00 — — — — 10.00— — — — — —

ABIPB 0.26 — — — — 0.26— — — — — —

ABRL 0.10 — — — — 0.10— — — — — —

ITSL — — — — — —(61.55) — — — — (61.55)

SMFP — — — — — —(0.42) — — — — (0.42)

TOTAL 977.36 — — — — 977.36(743.08) — — — — (743.08)

Sale of Investments

ABHICL 10.00 — — — — 10.00— — — — — —

BSL — — — — — —— — (0.01) — — (0.01)

TOTAL 10.00 — — — — 10.00— — (0.01) — — (0.01)

Winding of Subsidiary

AVGTHL — — — — — —(0.84) — — — — (0.84)

TOTAL — — — — — —(0.84) — — — — (0.84)

` in Crores



Personnel

CMYK

215


Notes

Conversion of 0.01% Compulsory Convertible Preference Shares into Equity Shares

ABFSL 140.00 — — — — 140.00(400.00) — — — — (400.00)

TOTAL 140.00 — — — — 140.00(400.00) — — — — (400.00)

Provision for Diminution in Value of Long-term Investments

SMFP — — — — — —(0.43) — — — — (0.43)

TOTAL — — — — — —(0.43) — — — — (0.43)

Proceeds from Redemption of Preference Shares

ABMWL — — — — — —(33.75) — — — — (33.75)

TOTAL — — — — — —(33.75) — — — — (33.75)

Loans/Deposits Granted (including Inter-Corporate Deposits)

ABCSL — — — — — —(28.79) — — — — (28.79)

ABMIAS 3.24 — — — — 3.24— — — — — —

ABMML 50.43 — — — — 50.43(3.50) — — — — (3.50)

ABMWL — — — — — —(77.15) — — — — (77.15)

ITSL — — — — — —(59.03) — — — — (59.03)

IT&ITES 0.71 — — — — 0.71(2.61) — — — — (2.61)

MGLRCL — — — — — —(50.16) — — — — (50.16)

TOTAL 54.38 — — — — 54.38(221.24) — — — — (221.24)

Advance Given

Mr. Lalit Naik — — — — — —— — — (0.19) — (0.19)

TOTAL — — — — — —— — — (0.19) — (0.19)

Loans Granted Received Back (including Inter-Corporate Deposits)

ABCSL 10.10 — — — — 10.10(33.49) — — — — (33.49)

ABMIASL 3.24 — — — — 3.24— — — — — —

ABMML 89.36 — — — — 89.36(3.50) — — — — (3.50)

ABMWL — — — — — —(556.90) — — — — (556.90)

ABNL Inv — — — — — —(1.00) — — — — (1.00)

ITSL — — — — — —(59.24) — — — — (59.24)

` in Crores



Personnel

CMYK

216



IT&ITES 0.71 — — — — 0.71(3.99) — — — — (3.99)

MGLRCL — — — — — —(32.95) — — — — (32.95)

TOTAL 103.41 — — — — 103.41(691.07) — — — — (691.07)

Advance Given Received Back

Mr. Lalit Naik — — — 0.19 — 0.19— — — — — —

TOTAL — — — 0.19 — 0.19— — — — — —

Deposits Given during the year

ABFSL 0.04 — — — — 0.04— — — — — —

ABRL 0.02 — — — — 0.02— — — — — —

ABNL Inv 0.02 — — — — 0.02— — — — — —

ABNL IT & ITES 0.02 — — — — 0.02— — — — — —

BSLICL 0.02 — — — — 0.02— — — — — —

ITSL 0.04 — — — — 0.04— — — — — —

TOTAL 0.16 — — — — 0.16— — — — — —

Deposits Given – Received Back during the year

ABFSL 0.04 — — — — 0.04— — — — — —

ABRL 0.02 — — — — 0.02— — — — — —

ABNL INV 0.02 — — — — 0.02— — — — — —

ABNL IT & ITES 0.02 — — — — 0.02— — — — — —

BSLICL 0.02 — — — — 0.02— — — — — —

ITSL 0.04 — — — — 0.04— — — — — —

TOTAL 0.16 — — — — 0.16— — — — — —

Outstanding Balances as on 31st March, 2016

Loans Granted Outstanding Balances 6.74 — — — — 6.74(83.08) — — — (14.19) (97.27)

Interest Accured on Loans Granted 0.16 — — — — 0.16— — — — — —

Interest Payable on NCD Issued 0.70 — — — — 0.70— — — — — —

Amounts Receivable 1.33 — — — — 1.33(113.18) — — (0.19) — (113.37)

` in Crores



Personnel

CMYK

217


Notes

` in Crores



Personnel

Amounts Payable 0.04 0.05 — — — 0.09(0.04) (0.24) — — — (0.28)

Debentures Held by 50.00 — — — — 50.00— — — — — —

Corporate Guarantees Outstanding — — — — — —(17.50) — — — — (17.50)

Investments Outstanding 5,739.15 2,355.81 — — — 8,094.96(6,120.19) (2,355.81) — — (2.40) (8,478.40)

– Figures in brackets represent the 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.

* Remuneration to Key Managerial Personnel Current Year Previous Year

Salary and Perquisites 5.04 14.63

ESOP and SAR 2.58 0.95

Contribution to Provident and Other Funds 0.31 0.57

7.93 16.15

– Expenses towards gratuity and leave encashment provisions are determined actuarially on an overall Company basis atthe end of each year and, accordingly, have not been considered in the above information, except to the extent of amountpaid to Dr. Rakesh Jain.

NOTE: 42

The Company has incurred ` 7.40 Crore (Previous Year: ` 9.61 Crore) towards Corporate Social Responsibility activities as perSection 135 of the Companies Act, 2013, and Rules thereon. It is included in different heads of expenses in the Statement ofProfit and Loss.

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NOTE: 43

NOTE ON AMALGAMATION OF ABNL IT & ITES, ITSL AND ABMBPO

Pursuant to the Scheme of Amalgamation (the Scheme) under Sections 391 to 394 of the Companies Act, 1956, ABNL IT &ITES Limited (ABNL IT & ITES) and Aditya Birla Minacs BPO Private Limited (ABMBPO) and Indigold Trade and ServicesLimited (ITSL), wholly owned subsidiaries of the Company, have been merged with the Company with effect from1st October, 2015 (the Appointed Date) pursuant to the Order passed by the Hon’ble High Court of Gujarat on29th February, 2016.

The effective date of the Scheme is 31st March, 2016. There were no business activities being carried out in these companies.

In terms of the Scheme, all assets and liabilities of ABNL IT & ITES, ABMBPO and ITSL have been transferred and standvested with the Company with effect from the Appointed Date at its respective book values on that date. ABNL IT & ITES,ABMBPO and ITSL carried on all its businesses and activities for the benefit of and in trust for, the Company from theAppointed Date. Thus, the profit or income accruing or arising to ABNL IT & ITES, ABMBPO & ITSL, or expenditure orlosses arising or incurred by it from the Appointed Date have been treated as the profit or income or expenditure or loss, asthe case may be, of the Company. The Scheme has accordingly been given effect to in these accounts.

The Company has accounted for the arrangement as amalgamation in the nature of merger as prescribed by AccountingStandard-14 – Accounting for Amalgamation (AS-14) issued by the Institute of Chartered Accountants of India (ICAI),which have been notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies(Accounts) Rules, 2014. Accordingly, all the assets and liabilities of ABNL IT & ITES, ABMBPO and ITSL are recorded in thebooks of the Company at their book values as on the Appointed Date.

In terms of the Scheme, the Company has acquired assets having Net Book Value of ` 1,565.22 Crore (as on 1st October, 2015)as detailed hereunder:

` in Crores

Assets and Liabilities ABNL IT & ITSL ABMBPO TotalITES

Loans and Advances — 0.05 0.08 0.13

Investments 395.65 1,150.66 0.51 1,546.82

Cash and Bank Balances 0.01 0.01 0.00 0.02

Other Assets 23.78 — — 23.78

Total Assets 419.44 1,150.72 0.59 1,570.75

Less:

Trade Payable, Provisions and Other Liabilities 4.73 0.07 0.03 4.83

Borrowings 0.70 — — 0.70

Total Liabilities 5.43 0.07 0.03 5.53

Net Book Value 414.01 1,150.65 0.56 1,565.22

The difference between the net book value, after adjusting reserves of ABNL IT & ITES, ABMBPO and ITSL and the investmentalready made in ABNL IT & ITES, ABMBPO and ITSL (which is now cancelled as per the Scheme), is charged to CapitalReserve, in accordance with the Scheme, as detailed hereunder:

` in Crores

Assets and Liabilities ABNL IT & ITSL ABMBPO TotalITES

Net Book Value (as above) (A) 414.01 1,150.65 0.56 1,565.22

Less: Deficit in the Statement of Profit and Lossconsidered as deficit in the Statement ofProfit and Loss of the Company (B) (40.69) (2.40) (1.18) (44.27)

Balance (A) – (B) (C) 454.70 1,153.05 1.74 1,609.49

Cancellation of the Company Investmentinto ABNL IT & ITES, ABMBPO and ITSL (D) 454.70 1,245.20 0.96 1,700.86

The Balance Charged to Capital Reserveof the Company (C) – (D) (E) — (92.15) 0.78 (91.37)

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Notes

NOTE: 44

STATEMENT OF DERIVATIVES – OUTSTANDING AT THE BALANCE SHEET DATE

a) Derivatives: Outstanding at the Balance Sheet Date

Amount in Foreign CurrencyNature of Contract Foreign Option As at As at Purpose

Currency 31st March, 2016 31st March, 2015

Currency and Interest Rate Swap USD Buy 94,994,239 103,666,667 Hedging of Loan

Currency and Interest Rate Swap JPY Buy 1,269,834,749 2,307,300,000 Hedging of Loan

Forward Contracts USDBuy 81,755,175 90,221,528

Hedging PurposeSell 8,924,245 23,194,250

Forward Contracts EURBuy 7,342,555 15,427,036

Hedging PurposeSell 2,235,341 3,524,110

Forward Contracts GBP Sell 1,207,490 1,577,166 Hedging Purpose

Forward Contracts JPY Sell — 111,044,500 Hedging Purpose

Forward Contracts CNY Buy — 4,063,500 Hedging Purpose

Forward Contracts CHF Buy 27,208 — Hedging Purpose

Forward Contracts andInterest Rate Swap USD Buy — 5,000,000 Hedging of Loan

b) Foreign Currency Exposure which are not hedged

As at 31st March, 2016

Particulars Currency Foreign Currency ` in Crores

Trade Receivables USD 1,426,955 9.47EUR 120,093 0.90GBP 345,507 3.29

Loans and Advances USD 975,350 6.47

Trade Payables USD 4,502,294 29.87EUR 1,601,254 12.02GBP 133,747 1.27

Other Current Liabilities USD 376,856 2.50EUR 125 ß

As at 31st March, 2015


Trade Receivables USD 2,004,157 12.54EUR 323,186 2.18GBP 34,272 0.32

Loans and Advances USD 11,545 0.07EUR 19,848 0.13JPY 1,181,846 0.06

Trade Payables USD 6,750,974 42.25AUD 536,314 2.59EUR 243,712 1.65GBP 3,820 0.04

Other Current Liabilities USD 401,398 2.51EUR 10,986 0.07

NOTE: 45

EXCEPTIONAL ITEMS

(i) ` 6.44 Crore received by ABNL IT & ITES Limited, a wholly owned subsidiary of the Company (merged with the Company),towards deferred consideration in respect of transaction for divestment of Aditya Birla Minacs Worldwide Limited thatconsummated during the previous year. (Refer Note: 43)

(ii) ` 50.00 Crore received towards facilitation for development of distribution network for financial service business.

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NOTE: 46

OTHER SIGNIFICANT NOTES

(i) The Company has presented segment information in its Consolidated Financial Statements, which are part of the sameannual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17) no disclosurerelated to the segment are presented in the Standalone Financial Statements.

(ii) As per the terms of the Stock Purchase Agreement (SPA) executed by ABNL IT & ITES (merged with the Company witheffect from 1st October, 2015 - Refer Note: 43) with a group of investors led by Capital Square Partners and CX Partnersdated 30th January, 2014, Amendment Agreement dated 30th April, 2014, and Amended and Restated AmendmentAgreement dated 8th May, 2014, ABNL IT & ITES (now merged with the Company with effect from 1st October, 2015) fordivestment of Aditya Birla Minacs Worldwide Ltd. (ABMWL).

(A) The Company has to receive from the purchaser (a) balance amount of CAD 0.91 Million (` 4.70 Crore) towardsdeferred consideration and (b) ` 19.31 Crore towards tax refunds, which have been shown under other non-currentassets.

(B) The purchaser has made a claim of USD 0.70 Million (` 4.70 Crore) against the Company towards litigation andrelated expenses, which have been fully provided for and appearing as other non-current liability as on the BalanceSheet date.

There is a limit on the indemnity amount and the indemnity period, i.e., USD 6 Million and 3 years from the date ofclosing, respectively. This limit, however, does not include (i) ownership of shares and assets and (ii) tax matters.

(C) The details of Contingent Liability (included in Note: 25 (a)) in respect of tax matters are given below:

Income tax matters: ` 1.68 Crore

Service tax matters: ` 25.40 Crore

(iii) The Company is one of the Promoter members of Aditya Birla Management Corporation Private Limited, a Company limitedby guarantee which has been formed to provide a common pool of facilities and resources to its members, with a view tooptimise the benefits of specialisation and minimize cost to each member. The Company’s share of expenses under thecommon pool has been accounted for under the appropriate head.

(iv) (a) The Company has a process whereby periodically all long-term contracts are assessed for material foreseeablelosses. At the year end, the Company has reviewed and ensured that adequate provision, as required under anylaw/accounting standards for material foreseeable losses on such long term contracts, has been made in the booksof account.

(b) The Company’s pending litigations comprise of claims against the Company primarily by the workers/employees/customers/suppliers and proceedings pending with Income Tax/Excise/Service Tax/VAT/Customs and other governmentauthorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided forwhere Provisions are required and disclosed the contingent liabilities where applicable, in its financial statements.The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financialresults. In respect of litigations, where the management assessment of a financial outflow is probable, the Companyhas made an adequate provision in the financial statements and appropriate disclosure for contingent liabilities isgiven in Note 25.

(v) During the year, the Company has entered into an agreement with Sun Life of Canada, to sell 437,277,840 equity sharesconstituting 23% of the issued and paid-up equity shares of Birla Sun Life Insurance Company Limited (BSLI).

With the regulatory approvals in place, from Insurance Regulatory and Development Authority of India (“IRDAI”), ForeignInvestment Promotion Board (“FIPB”) and Competition Commission of India (“CCI”) the transaction was consummatedduring second week of April 2016. The Company has received ` 1,664 Crore from stake sale, valuing BSLI at ̀ 7,235 Crore.The Company continues to hold the controlling stake in BSLI at 51%.

(vi) Figures of ` 50,000 or less have been denoted by ‘ß’.

(vii) Previous Year’s figures have been regrouped/rearranged, wherever necessary.








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CONSOLIDATED


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Consolidated Financial Statements

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To the Members of Aditya Birla Nuvo Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Aditya Birla Nuvo Limited (hereinafter

referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred

to as “the Group”), and a jointly controlled entity, comprising of the consolidated Balance Sheet as at March 31,

2016, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended,

and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the

consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements

in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated

financial position, consolidated financial performance and consolidated cash flows of the Group including its jointly

controlled entity in accordance with accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The

respective Board of Directors of the companies included in the Group and jointly controlled entity are responsible for

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the

assets of the respective entities and for preventing and detecting frauds and other irregularities; the selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;

and the design, implementation and maintenance of adequate internal financial control that were operating effectively

for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error. These respective financial statements have been used for the purpose of preparation of the consolidated

financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While

conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards

and matters which are required to be included in the audit report under the provisions of the Act and the Rules made

thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered

Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding

Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s

Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We

believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of

their reports referred to in paragraph (a) of the Other Matters below, is sufficient and appropriate to provide a basis

for our audit opinion on the consolidated financial statements.

Opinion

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

financial statements give the information required by the Act in the manner so required and give a true and fair view

in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the

Group, its jointly controlled entity as at March 31, 2016, their consolidated profit and their consolidated cash flows

for the year ended on that date.

Independent Auditors’ Report on theConsolidated Financial Statements

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Emphasis of Matter

The auditors of Idea Cellular Limited (‘Idea’), a jointly controlled entity, without qualifying their opinion on the

consolidated financial statements of Idea have drawn attention to note no. 26 (f) to the consolidated financial statements

which describes the uncertainties related to the legal outcome in respect of the Department of Telecommunication

(DOT) demand notices for one time spectrum charges.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements

below, is not modified in respect of the above matters.

Other Matters

(a) The accompanying consolidated financial statements include total assets of ` 81,090 crores as at March 31,

2016, and total revenues of ` 17,662 crores and net cash out flows of ` 249 crores for the year ended on that

date, in respect of twenty eight subsidiaries and a jointly controlled entity, which have been audited either by

one of us or by one of us jointly with others or by other auditors, whose financial statements, other financial

information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated

financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries

and jointly controlled entity is based solely on such reports.

(b) The auditors of Birla Sun Life Insurance Company Limited (‘BSLI’), a subsidiary company, have reported that

the actuarial valuation of liabilities of BSLI for life policies in force and for policies in respect premium has been

discontinued but liability exists as at March 31, 2016 is the responsibility of BSLI’s Appointed Actuary (‘the

appointed actuary’). The actuarial valuation of these liabilities for life policies in force and for policies in respect

of which premium has been discontinued but liability exists as at March 31, 2016 has been duly certified by the

appointed actuary and in appointed actuary’s opinion, the assumptions for such valuation are in accordance

with the guidelines and norms issued by the Insurance Regulatory and Development Authority (‘IRDA’) and the

Institute of Actuaries of India in concurrence with IRDA. BSLI’s auditors have relied on the appointed actuary’s

certificate in this regard for forming their opinion on financial statements of BSLI.

(c) The Company has not consolidated financial statements Aditya Birla Idea Payment Bank Limited (‘ABIPBL’), a

subsidiary which was incorporated on February 19, 2016. ABIPBL will prepare its first full financial statements

for the period ending on March 31, 2017. According to the information and explanations given to us by the

management, the impact of non-consolidation on the Statement would be immaterial.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements

below, is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

As required by section 143 (3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation

of the financial statements have been kept so far as it appears from our examination of those books and reports

of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow

Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of

preparation of the consolidated financial statements;

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified

under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31,

2016 taken on record by the Board of Directors of the Holding Company and the reports of the auditors, of its

subsidiary companies and a jointly controlled entity incorporated in India, none of the directors of the Holding

Company, its subsidiaries and jointly controlled entity incorporated in India is disqualified as on March 31,

2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial

reporting, refer to our separate report in ‘Annexure A’ to this report which is based on the auditor’s report of the

Holding Company, its subsidiaries and a jointly controlled entity, incorporated in India;

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(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to

the explanations given to us and based on the auditor’s report of the Holding Company, its subsidiaries and a

jointly controlled entity:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated

financial position of the Group and a jointly controlled entity – Refer Note 41(ii) to the consolidated financial

statements;

ii. Provision has been made in the consolidated financial statements, as required under the applicable law

or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative

contracts – Refer Note 41(i) to the consolidated financial statements; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Holding Company, its subsidiaries and a jointly controlled entity incorporated in

India.






Mumbai Mumbai

Date: May 20, 2016 Date: May 20, 2016

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ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act, 2013 (the “Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended

March 31, 2016, we report on internal financial controls over financial reporting of Aditya Birla Nuvo Limited (hereinafter

referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred

to as “the Group”), and a jointly controlled entity, incorporated in India, based on the auditor’s report of respective

entities.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiaries and a jointly controlled entity, incorporated

in India, are responsible for establishing and maintaining internal financial controls based on the internal control

over financial reporting criteria established by the respective entities considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include

the design, implementation and maintenance of adequate internal financial controls that were operating effectively

for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies,

the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of

the accounting records, and the timely preparation of reliable financial information, as required under the Companies

Act, 2013 (“the Act”) including with respect to BSLI, the provisions of the Insurance Act, 1938 as amended by the

Insurance Laws (Amendment) Act, 2015 read with Insurance Regulatory and Development Authority of India circular

IRDA/F&A/CIR/CPM/056/03/2016 dated April 4, 2016 (the “Insurance Act”), the Insurance Regulatory and

Development Authority Act, 1999 (the “IRDA Act”), the IRDA Financial Statements Regulations, orders/directions

issued by the Insurance Regulatory and Development Authority of India (the “IRDA”) in this regard.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of Group and a

jointly controlled entity based on our audit. We conducted our audit in accordance with the Guidance Note issued

by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to

an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal

financial controls over financial reporting was established and maintained and if such controls operated effectively

in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls

over financial reporting included obtaining an understanding of internal financial controls over financial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and in terms of other auditor’s report referred to in paragraph

(a) of the Other Matters below, the audit evidence obtained by them, is sufficient and appropriate to provide a basis

for our audit opinion on the internal financial controls system over financial reporting of Group and a jointly controlled

entity.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal financial control over financial

reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorisations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of

the company’s assets that could have a material effect on the financial statements.

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Mumbai Mumbai

Date: May 20, 2016 Date: May 20, 2016

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us and based on auditor’s

report of twenty one subsidiaries and a jointly controlled entity, the Holding Company, its subsidiaries and a jointly

controlled entity, incorporated in India, have, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating effectively as at

March 31, 2016, based on the internal control over financial reporting criteria established by the respective entities

considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matters

(a) Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the

internal financial controls over financial reporting insofar as it relates to twenty one subsidiary companies and

a jointly controlled company, which are companies incorporated in India, is based on the corresponding reports

of the auditors of such companies.

(b) The auditors of Birla Sun Life Insurance Company Limited (‘BSLI’), a subsidiary company, have reported that

the actuarial valuation of liabilities of BSLI for life policies in force and policies where premium is discontinued

is required to be certified by the Appointed Actuary as per the Insurance Regulatory and Development Authority

(Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the

“IRDA Financial Statements Regulations”) read with Insurance Regulatory and Development Authority of India

circular IRDA/F&A/CIR/CPM/056/03/2016 dated April 4, 2016, and has been relied upon by the auditors of

BSLI, as mentioned in “Other Matter” para (b) of our audit report on the consolidated financial statements of the

Holding Company as at and for the year ended March 31, 2016. Accordingly, auditors of BSLI have not audited

the internal financial controls over financial reporting in respect of the valuation and accuracy of the aforesaid

actuarial valuation.

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` in Crores

As at As atNote No. 31st March, 2016 31st March, 2015

EQUITY AND LIABILITIES(A) Shareholders’ Funds

Share Capital 2A 130.22 130.14Reserves and Surplus 3 14,399.37 12,737.86

Equity Attributable to Owners of the Parent 14,529.59 12,868.00Minority Interest 857.45 801.83

Total Equity Sub-Total - (A) 15,387.04 13,669.83(B) Preference Shares issued by Subsidiary and

Joint Venture Companies 2B 5.14 3.20(C) Non-Current Liabilities

Long-term Borrowings 4A 24,044.02 15,036.59Deferred Tax Liabilities (Net) 5 887.22 549.02Other Long-term Liabilities 6A 986.53 473.47Long-term Provisions 7A 336.33 289.65Policyholders’ Fund 27,994.83 27,184.24Fund for Discontinued Policies 338.14 524.15Fund for Future Appropriations 7.96 10.42

Sub-Total - (C) 54,595.03 44,067.54(D) Current Liabilities

Short-term Borrowings 4B 9,915.16 6,420.87Trade Payables - Total Outstanding Dues of

– Micro Enterprises and Small Enterprises 1.01 1.33– Creditors other than Micro Enterprises and Small Enterprises 1,940.31 3,063.58

Other Current Liabilities 6B 5,411.25 6,872.32Short-term Provisions 7B 399.40 387.99Policyholders’ Fund 514.10 738.38Fund for Discontinued Policies 514.54 373.71Fund for Future Appropriations 5.22 8.06

Sub-Total - (D) 18,700.99 17,866.24TOTAL (A) + (B) + (C) + (D) 88,688.20 75,606.81

ASSETS(E) Non-Current Assets

Fixed AssetsTangible Assets 8A 7,240.96 7,125.39Intangible Assets 8B 12,507.12 7,388.66Capital Work-in-Progress 1,468.86 1,313.62Intangible Assets under Development 20.95 10.23

21,237.89 15,837.90Non-Current Investments

Investments of Life Insurance Business 9A 6,729.64 5,351.23Other Investments 10A 1,737.06 550.73

Assets Held to Cover Linked Liabilities of Life Insurance Business 11A 20,325.78 21,529.90Deferred Tax Assets (Net) 5 99.28 64.15Long-term Loans and Advances 12A 19,616.25 11,071.44Other Non-Current Assets 13A 62.94 27.06

Sub-Total - (E) 69,808.84 54,432.41(F) Current Assets

Current InvestmentsInvestments of Life Insurance Business 9B 657.19 332.21Other Investments 10B 1,323.87 3,140.02

Assets Held to Cover Linked Liabilities of Life Insurance Business 11B 3,014.34 2,934.10Stock of Securities of NBFC Business 14A 330.20 467.57Inventories 14B 704.80 1,742.72Trade Receivables 15 1,886.72 2,397.96Cash and Bank Balances 16 890.54 1,128.30Short-term Loans and Advances 12B 9,191.78 8,429.00Other Current Assets 13B 879.92 602.52

Sub-Total - (F) 18,879.36 21,174.40TOTAL (E) + (F) 88,688.20 75,606.81.



Consolidated Balance SheetAs at 31st March, 2016








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Notes

}

` in Crores

Year Ended Year EndedNote No. 31st March, 2016 31st March, 2015

Revenue from Operations 17 23,323.85 26,695.59Less: Excise Duty (194.90) (180.08)

Net Revenue from Operations 23,128.95 26,515.51Other Income 18 414.96 401.10

Total Revenue 23,543.91 26,916.61

ExpensesCost of Materials Consumed 19 2,931.45 3,324.76Purchase of Stock-in-Trade 283.20 2,326.37Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 20 (69.06) (95.47)Employee Benefits Expenses 21 1,860.84 2,414.85Benefits Paid (Life Insurance Business) 4,247.95 3,771.89Change in Valuation of Liability in respect ofLife Insurance Policies in Force 22 348.00 243.70Other Expenses 23 7,406.60 9,132.30

Total Expenses 17,008.98 21,118.40

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) 6,534.93 5,798.21Depreciation and Amortisation Expenses 24 1,726.86 1,702.75Finance Cost 25 2,316.83 1,757.57

Profit Before Exceptional Item and Tax 2,491.24 2,337.89Exceptional Items 28 413.86 (13.33)

Profit Before Tax 2,905.10 2,324.56Tax Expenses

Current Tax 797.41 813.74MAT Credit (150.92) (0.99)Short/(Excess) Provision for Tax of Earlier Years (Net) (25.72) (3.88)Deferred Tax 251.28 24.61

Profit for the Year 2,033.05 1,491.08

Profit for the Year Attriburable toOwners of Parent 1,885.76 1,415.50Minority Interest 147.29 75.58


Profit Before Tax from Continuing Operations 2,547.68 2,334.17Tax Expense of Continuing Operations 872.05 730.36

Profit from Continuing Operations (A) 1,675.63 1,603.81

Profit/(Loss) Before Tax from Ordinary Activities of Discontinued Operations — 3.72Profit/(Loss) Before Tax from Sale of Assets Attributable to Discontinued Operations 357.42 (13.33)Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations — 103.12

Profit/(Loss) from Discontinued Operations (B) 32 357.42 (112.73)

Profit for the Year (A) + (B) 2,033.05 1,491.08

Basic Earnings Per Share (`) 144.87 108.79Diluted Earnings Per Share (`) 29 144.72 108.62(Face Value of ` 10/- each)

Significant Accounting Policies 1The accompanying Notes are an integral part of the Financial Statements.

Consolidated Statement of Profit and LossFor the year ended 31st March, 2016








Balance Sheet / Statement of Profit and Loss

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` in Crores


A CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 2,905.10 2,324.56Adjustments for:

Exceptional Items (Refer Note: 28(a) & 28(d)) (357.42) 13.33

Depreciation and Amortisation 1,726.86 1,702.75

Change in Valuation of Liabilities in respect oflife Policies 348.00 243.70

Provision/(Reversal) of Diminution in Value ofFertiliser Bonds — (1.54)

Contingency Provision reversed (19.81) —

Provision for Bad and Doubtful Debts & Advancesand Bad Debts written off 142.72 104.15

Expense on Employee Stock Options Scheme 12.23 11.72

Expense on Employee Stock Appreciation Rights 1.48 1.12

Unrealised (Gain)/Loss on Foreign Exchange 13.38 15.36

Finance Costs 716.94 652.25

Interest Income (61.24) (54.77)

(Profit)/Loss on Fixed Assets Sold (5.65) (10.67)

(Profit)/Loss on Sale of Investments (89.36) (146.02)

Dividend Income (6.00) 2,422.13 (6.54) 2,524.84

OPERATING PROFIT BEFORE WORKING

CAPITAL CHANGES 5,327.23 4,849.40Adjustments for:

Decrease/(Increase) in Trade Receivables (38.08) (214.63)

Decrease/(Increase) in Loans and Advances (10,016.71) (5,467.17)

Decrease/(Increase) in Other Assets (599.64) (49.02)

Decrease/(Increase) in Inventories (65.05) (201.62)Decrease/(Increase) in Stock of Securities 137.37 (350.84)

Decrease/(Increase) in Investment ofLife Insurance Policyholders (239.40) (122.30)

Increase/(Decrease) in Trade Payables 218.45 223.43

Increase/(Decrease) in Other Liabilities 722.88 275.76

Increase/(Decrease) in Provisions 112.70 (9,767.48) 91.55 (5,814.84)

CASH GENERATED FROM OPERATIONS (4,440.25) (965.44)Income Taxes Refund/(Paid) (797.20) (654.67)

NET CASH FROM OPERATING ACTIVITIES (5,237.45) (1,620.11)B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets* (3,318.02) (1,900.28)

Sale of Fixed Assets 11.90 31.07

Acquisition of Additional Shares/Investments in

Subsidiaries (Net of Cash and Cash Equivalents) — (58.74)

Sale of Units Subsidiaries (Net of Cash and Cash Equivalents) 279.66 347.95

Sale/(Purchase) of Current Investments (Net) 1,792.28 (2,309.69)

Purchase of Long-term Investments (106.64) (422.43)

Sale of Long-term Investments 30.11 —

Inter-Corporate Deposits – Received Back 10.00 —

Inter-Corporate Deposits – Given (13.00) (36.00)

Interest Received 326.37 31.32

(Increase)/Decrease in Other Bank Deposits

(Original Maturity more than three months) (29.49) (26.95)

Dividend Received on Other Long-term Investments 2.56 3.14

Dividend Received on Current Investments 3.44 3.40

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (1,010.83) (4,337.21)

Consolidated Cash Flow StatementFor the year ended 31st March, 2016

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Notes

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Shares(including Securities Premium) 7.13 3.59

Share of Proceeds from Issue of Shares by JV 3.34 871.45

Share of Proceeds from Issue of Shares by Subsidiaries 35.10 35.00

Redemption of Preference Shares — (0.10)

Repayment of Borrowings (3,350.91) (2,221.23)

Proceeds from Borrowings* 9,902.74 8,439.70

Dividends Paid by the Company (91.12) (91.08)

Dividend Paid by the Joint Venture Companyrelating to earlier years (0.02) (2.59)

Dividend Paid by Subsidiaries

to Minority Shareholders (7.91) (23.20)

Corporate Dividend Tax Paid (30.13) (52.27)

Interest Paid (487.28) (619.37)

NET CASH (USED IN)/FROM FINANCING ACTIVITIES 5,980.94 6,339.90

NET INCREASE IN CASH AND CASH EQUIVALENTS (267.34) 382.58

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 1,049.12 666.54

CASH AND CASH EQUIVALENTS (CLOSING BALANCE) 781.78 1,049.12

(Refer Note: 16)

* Excluding deferred payment liability towards spectrum won in auction by IDEA, being non-cash transaction.

Significant Accounting Policies Refer Note: 1The accompanying Notes are an integral part of the Financial Statements.

` in Crores









Cash Flow Statement

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NOTE: 1

SIGNIFICANT ACCOUNTING POLICIES:

I. BASIS OF PREPARATIONThe Consolidated Financial Statements (CFS) comprise the financial statement of Aditya Birla Nuvo Ltd. (“the Company”)and its Subsidiaries, Joint Ventures and Associates (hereinafter referred to as “the Group Companies” and together as “theGroup”) (Refer Annexure ‘A’ to Note-1 ). The CFS of the Group have been prepared in accordance with the generallyaccepted accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis in compliancewith all material aspect of the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013, readtogether with paragraph 7 of the Companies (Accounts) Rules, 2014, in case of Life Insurance Company guidelines issuedby the Insurance Regulatory and Development Authority (IRDA), in case of Non-Banking Financial Companies (NBFCs)guidelines issued by the Reserve Bank of India (RBI), as applicable to NBFC and in case of Housing Finance Companies(HFC) directions and guidelines issued by the National Housing Regulators as applicable to HFC, amended from time totime. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year,except for the change in accounting policy explained in paragraph II below.

All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle, and othercriteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of products and the time between theacquisition of assets for processing and their realisation in cash and cash equivalents. The Group has ascertained itsoperating cycle as upto twelve months for the purpose of current/non-current classification of assets and liabilities.

II. CHANGE IN ACCOUNTING POLICYa. Aditya Birla Finance Limited (ABFL), a wholly owned subsidiary of the Company, has discontinued contingency provision

in the current year created based on the management judgement. Accordingly, the Company has reversed generalcontingency provision of ` 19.81 Crore lying in the books of account as on 31st March, 2015. As a result, the Profitbefore tax is higher by ` 19.81 Crore in the current year.

b. ABFL has revised recognition norms of Non-Performing Assets (NPA) from six months to five months and the increasedprovisions on standard assets from 0.25% to 0.30% pursuant to Reserve Bank of India (RBI) Notification No. DNBR.009/CGM (CDS) - 2015, dated 27th March, 2015, which has resulted in additional provision on loan portfolio of ̀ 12.56Crore in the current year. Accordingly, the Profit before tax is lower by ` 12.56 Crore in the current year.

III. USE OF ESTIMATESThe 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.

IV. PRINCIPLES OF CONSOLIDATIONThe 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 therespective dates, on which the investment in such entities was made, is recognised in the CFS as Goodwill/Capital Reserve.

Minority Interest in the net assets of Subsidiaries consists of:

i. The amount of equity attributable to the minorities at the date on which investment in Subsidiary is made.

ii. The minorities’ share of movements in equity since the date the parent–subsidiary relationship came into existence.

Entities acquired during the year have been consolidated from the respective dates of their acquisition.

List of companies included in Consolidation are mentioned in Annexure A.

V. TANGIBLE FIXED ASSETS AND DEPRECIATIONTangible Fixed Assets are stated at cost, less accumulated depreciation and impairment loss, if any. Cost comprises thepurchase price and any attributable cost of bringing the asset to its working condition for its intended use. Each part of anitem of property, plant and equipment, with a cost that is significant in relation to the total cost of the item, is depreciatedseparately. This applies mainly to components for machinery. When significant parts of fixed assets are required to bereplaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates themaccordingly. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation on Tangible Fixed Assets is provided on Straight-Line Method using the rates arrived at based on the useful

lives as specified in the Schedule II of the Companies Act, 2013, or estimated by the management. The Group has used the

following useful life to provide depreciation on its fixed assets.

Notes Forming Part of Consolidated Financial Statements

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Notes

A: Assets where useful life is same as Schedule II

Assets Useful Life as Prescribed by Schedule II ofthe Companies Act, 2013

1. Plant & Machinery:- Continuous Process Plant 25 Years

2. Buildings (other than factory buildings) RCC Frame Structure 60 Years

3. Factory Buildings 30 Years

4. Fences, Wells, Tube Wells 5 Years

5. Borewell (Pipes, Tubes and Other Fittings) 5 Years

6. Bridges, Culverts, Bunders, etc. 30 Years

7. Others (including temporary structure, etc.) 3 Years

8. Carpeted Roads – RCC 10 Years

9. Carpeted Roads – other than RCC 5 Years

10. Non-carpeted Roads 3 Years

11. General Laboratory Equipment 10 Years

12. Electrical Installations and Equipment (At Factory) 10 Years

13. Motors, Tractors, Harvesting Combines and Heavy Vehicles 8 Years

B: Assets where useful life differ from Schedule II

Assets Useful Life as Prescribed Estimated Useful Lifeby Schedule II of theCompanies Act, 2013

1. Plant & Machinery:

1.1. Other than Continuous Process Plant (Single Shift) 15 Years 15 Years and 20 Years

1.2. Other than Continuous Process Plant (Double Shift) Additional 50% depreciation

over single shift (10 Years) 20 Years

1.3. Other than Continuous Process Plant (Triple Shift) Additional 100% depreciation

over single shift (7.5 Years) 10 Years and 15 Years

2. Thermal/Gas/Combined Cycle Power Generation Plant 40 Years 25 Years

3. Buildings (other than factory buildings) other than

RCC Frame Structure 30 Years 60 Years

4. Office Electronic Equipment 5 Years 4 Years

5. Office Computers (end-user devices, desktop, laptops) 3 Years 3 to 5 Years

6. Servers 6 Years 3 to 5 Years

7. Vehicles 8 - 10 Years 4 to 5 Years

8. Electrically-operated Vehicles 8 Years 5 Years

9. Furniture & Fixtures and Other Office Equipment 10 Years 2 to 10 Years

10. Network Equipment (including towers and shelters) 18 Years 7 to 20 Years

11. Optical Fibre 18 Years 15 Years

Useful life of assets different from prescribed in Schedule II has been estimated by the management supported by technical

assessment.

C: Plant and Machinery

Separately identified Component of Plant and Machinery 2 to 25 Years

D: Leasehold Assets

1. Leasehold Land Period of Lease

2. Leasehold Improvements Period of Lease

Fixed Assets, individually costing less than Rupees five thousand, are fully depreciated in the year of purchase.

Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-rata basis with reference

to the month of addition/disposal/discarding and in the case of capitalisation of Greenfield/ Brownfield project, depreciation

is charged from the date the project is ready to commence commercial production to the Statement of Profit and Loss.

Asset Retirement Obligations in Telecom Business are capitalised based on a constructive obligation as a result of past

events, when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the

amount can be made. Such costs are depreciated over the remaining useful life of the assets.

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VI. INTANGIBLE ASSETS AND AMORTISATION

Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if

any. Intangible assets are amortised on a straight-line basis over their estimated useful lives.

Assets Estimate Useful Life

1. Brands/Trademarks 5 to 10 Years

2. Technical Know-how 7 Years

3. Computer Software 2 to 6 Years

4. Telecom Entry & Licence Fees and Bandwidth Over period of licence

5. Client Acquisition Cost 2 to 5 Years

6. Investment Management Rights Over period of 10 Years

7. Non-Compete Fees 3 Years

8. Goodwill Not being amortised (Tested for Impairment)*

9. Goodwill on Consolidation Not being amortised (Tested for Impairment)

* Amortised by the subsidiaries before its acquisition by the Group.

VII. PRE-OPERATIVE EXPENDITURE

Expenditure during the construction period incurred on projects, which are directly attributable to projects under

implementation, are treated as Pre-operative expenses, pending allocation to the assets, and are included under “Capital

Work-in-Progress”. These expenses are apportioned to fixed assets on commencement of commercial production.

VIII. IMPAIRMENT OF ASSETS

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on

internal/external factors. An asset is treated as impaired when the carrying cost of the assets exceeds its recoverable

value. An impairment loss, if any, is charged to the Statement of Profit and Loss in the year in which an asset is identified as

impaired. Reversal of impairment losses recognised in the prior years is recorded when there is an indication that the

impairment losses recognised for the assets no longer exist or have decreased.

IX. BORROWING COSTS

Borrowing Costs attributable to acquisition and construction of qualifying assets are capitalised as a part of the cost of such

assets up to the date when such assets are ready for its intended use.

Other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

X. TRANSLATION OF FOREIGN CURRENCY ITEMS

Transactions in foreign currency are recorded at the rate of exchange prevailing on the date of transaction. Foreign currency

monetary items are reported using closing rate of exchange at the end of the year. With respect to exchange difference

arising on translation/settlement of long-term foreign currency items from 1st April, 2011, the Group has adopted the

following policy:

(i) Foreign exchange difference on account of a depreciable asset is adjusted in the cost of the depreciable asset, which

would be depreciated over the balance life of the asset.

(ii) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item Translation

Difference Account, and amortised over the balance period of such long-term asset/liability.

Exchange difference on re-statement of all other monetary items is recognised in the Statement of Profit and Loss. Other

non-monetary items like fixed assets, investments in equity shares are carried in terms of historical cost using the exchange

rate at the date of transaction.

Translation of foreign subsidiary is done in accordance with AS-11 (Revised) – “The Effects of Changes in Foreign Exchange

Rates”. In the case of subsidiaries, the operation of which are considered as integral, the Balance Sheet items have been

translated at closing rate except share capital and fixed assets, which have been translated at the transaction date. The

income and expenditure items have been translated at the average rate for the year. Exchange Gain/(Loss) is recognised

in the Statement of Profit and Loss.

In case of subsidiaries, the operation of which are considered as non-integral, all assets and liabilities are converted at the

closing rate at the end of the year, and items of income and expenditure have been translated at the weighted-average

rates, where such rates approximate the exchange rate at the date of transaction. Exchange gain/(loss) arising on conversion

is recognised under Foreign Currency Translation Reserve.

XI. DERIVATIVE INSTRUMENTS

Premium/Discount in respect of forward foreign exchange contract to hedge an underlying recorded asset or liability is

recognised over the life of the contracts. Exchange differences on such contracts, except the contracts which are

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Notes

long-term foreign currency monetary items, are recognised in the Statement of Profit and Loss in the year in which the

exchange rate changes. Profit/Loss on cancellation/renewal of forward exchange contract is recognised as income/expense

for the year.

The Group enters into forward contracts to hedge the foreign currency risk of firm commitments and highly probable

forecast transactions, currency swap and interest rate swaps to hedge its risks associated with foreign currency fluctuations

and interest rate and designates such forward contracts as cash flow hedge by applying the principles set out in the

Accounting Standard-30 – Financial Instruments: Recognition and Measurement. All such forward contracts are used as

risk management tools and not for speculative purposes.

For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts are

recognised in Hedging Reserve (net of taxes) under Reserves and Surplus, and reclassified into, i.e., recognised in the

Statement of Profit and Loss in the period or periods during which the underlying hedged item assumed affects profit or

loss. The ineffective portion of the change in fair value of such instruments is recognised in the Statement of Profit and Loss

in the period in which they arise. If the hedging relationship ceases to be effective or it becomes probable that the expected

transaction will no longer occur the hedge accounting is discontinued, and the fair value changes arising from the forward

contracts are recognised in the Statement of Profit and Loss.

As per The Institute of Chartered Accountants of India (ICAI) announcement regarding accounting for derivative contracts,

other than covered under AS-11 and designated contracts described above, these are mark-to-market on the portfolio

basis and net loss after considering the offsetting effect on the underlying hedged item is charged to the income statement.

Net gains are ignored.

XII. INVESTMENTS

Investments, which are readily realisable and intended to be held for not more than one year from the date on which such

investments are made, are classified as current investments. All other investments are classified as long-term investments.

Investments are recorded at cost on the date of purchase, which includes acquisition charges such as brokerage, stamp

duty, taxes, etc., but excludes pre-acquisition interest, i.e., from the previous coupon date to the transaction settlement

date, if any, on purchase. If an investment is acquired in exchange of another asset, the acquisition is determined by

reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is

more clearly evident.

Current Investments are stated at lower of cost and net realisable value. Long-term investments are stated at cost after

deducting provisions made, if any, for other than temporary diminution in the value.

Investments of Life Insurance Business:

Investments are made in accordance with the Insurance Act, 1938, the Insurance Regulatory and Development Authority

(Investment) Regulations, 2000, the Insurance Regulatory and Development Authority (Investment) (Amendment) Regulations,

2001, and various other circulars/notifications issued by the IRDA in this context from time to time.

i. Debt Securities

a) Investments of Shareholders’ fund and non-linked fund of Policyholders:

All debt securities, including government securities, are considered as ‘held to maturity’ and stated at amortised

cost.

b) Policyholders’ linked funds:

All debt securities, including government securities, are valued using CRISIL Bond Valuer/CRISIL Gilt Prices, as

applicable.

ii. Equity Shares

Listed equity shares are valued and stated at fair value, using the last quoted closing prices on the National Stock

Exchange (NSE), at the Balance Sheet date. If the equity shares are not traded on the NSE, then closing prices of the

Bombay Stock Exchange (BSE) is considered. Equity shares acquired through primary markets, and awaiting listing

are valued at their issue price. Unlisted equity shares are valued as per the valuation policy duly approved by its

Investment Committee.

iii. Mutual Funds

Mutual fund units are valued at previous day’s Net Asset Value.

XIII. STOCK OF SECURITIES OF NBFC BUSINESS

Stocks of securities of NBFC Business are valued at lower of cost and net realisable value. Cost includes cost of purchase

and other directly attributable cost towards purchase costs.

Net realisable value is the estimated fair value of securities as on the Balance Sheet date.

XIV. INVENTORIES

Raw materials, components, stores and spares, and packing material are valued at lower of cost and net realisable value.

However, these items are considered to be realisable at cost if the finished products, in which they will be used, are

expected to be sold at or above cost.

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Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realisable value. Finished goods

and work-in-progress include costs of conversion and other costs incurred in bringing the inventories to their present

location and condition.

Cost of inventories is computed on a weighted-average basis.

Proceeds in respect of sale of raw materials/stores are credited to the respective heads. Obsolete, defective and unserviceable

inventory is duly provided for.

Certified Emission Reductions (CERs) are valued at lower of cost and net realisable value. Cost includes consultant’s fee

and the cash payment made under the second levy to the concerned authorities for obtaining the credit of CERs.

XV. GOVERNMENT GRANTS

Government Grants are recognised when there is a reasonable assurance that the same will be received and all attaching

conditions will be complied with. Revenue grants are recognised in the Statement of Profit and Loss. Capital grants relating

to specific Tangible/Intangible Assets are reduced from the gross value of the respective Tangible/Intangible Assets. Other

capital grants in the nature of promoter’s contribution are credited to capital reserve.

XVI. REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and can be reliably

measured.

Revenue from sale of products are recognised when the significant risks and rewards of ownership of the goods have

passed to the buyer. Sales of goods are recorded net of trade discounts, rebates, Sales Tax, Value Added Tax and gross of

Excise Duty. Revenue from services are recognised as they are rendered based on agreements/arrangements with the

concerned parties and recognised net of Service Tax. In case of fixed price contracts revenue is recognised on percentage

of completion method, and revenue from time and materials contract is recognised as the services are provided. Maintenance

income is accrued evenly over the period of contract.

Fertiliser price support under Group Concession and other Scheme of Government of India is recognised based on

management’s estimate taking into account known policy parameters and input price escalation/de-escalation.

Income from Certified Emission Reductions (CERs) is recognised on sale of CERs.

The property in merchandise of third party concession stores located within the main departmental store of the Group

passes to the Group once a customer decides to purchase an item from the concession store. The Group, in turn, sells the

item to the customer and is accordingly included under retail sales.

Gift voucher sales are recognised when the vouchers are redeemed and goods are sold to the customer.

Interest Income is recognised on a time proportion basis taking into account the amount outstanding and applicable

interest rate except in case of NBFC business non-performing assets are recognised on receipt basis.

Dividend income on investments is accounted for when the right to receive the payment is established.

For Life Insurance Business, revenue is recognised as follows:

Premium is recognised as income when due from policyholders. For unit-linked businesses, premium income is recognised

when the associated units are created. Premium on lapsed policies is recognised as income when such policies are

re-instated. 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 are unitised as

prescribed by the regulations. This premium is recognised when the associated units are created.

Income from linked policies, which includes asset management fees, policy administration charges, mortality charges and

other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of the policies and

recognised when due.

Accretion of discount and amortisation of premium relating to debt securities is recognised over the remaining maturity

period on a straight-line basis.

The realised gain/loss on debt securities held for linked business and on sale of equity shares/mutual fund units is the

difference between the net sale consideration and weighted-average cost.

Reinsurance premium ceded is accounted for at the time of recognition of the premium income in accordance with the

terms and conditions of the relevant treaties with the reinsurers. Impact on account of subsequent revisions to or cancellations

of premium is recognised in the year in which they occur.

In case of Telecom Business, Recharge fees on recharge vouchers is recognised as revenue as and when the recharge

voucher is activated by the subscriber. Unbilled receivables, represent revenues recognised from the bill cycle date to the

end of each month. These are billed in the subsequent periods as per the terms of the billing plans. Revenue from passive

infrastructure is recognised on accrual basis (net of reimbursements) as per the contractual terms on straight-line method

over the contract period.

Income from Financial Services includes brokerage and fees on mutual fund units, bonds, fixed deposits, IPOs private

equity and other alternative products, and services which is recognised when due, on completion of transaction. Management

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Notes

fees are recognised on accrual basis at specific rates, applied on the average daily net assets of each scheme. The fees

charged are in accordance with the terms of Scheme Information Documents of respective schemes and are in line with the

provisions of SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Advisory and portfolio management

fees are accounted on an accrual basis as per contractual terms with clients. Income on discounted instruments is recognised

over the tenure of the instrument on a straight-line basis. Stock and Commodity Brokerage Income is recognised on the

trade date of the transaction upon confirmation of the transactions by the exchanges. Trusteeship fee is recognised on an

accrual basis, in accordance with the terms of the Trust Deed.

XVII. BENEFITS PAID (INCLUDING CLAIMS)

In case of Life Insurance Business, deaths and other claims are accounted for, when notified. Survival and maturity benefits

are accounted when due. Surrenders/Withdrawals under linked policies are accounted in the respective schemes when the

associated units are cancelled. Reinsurance recoverable thereon is accounted for in the same period as the related claim.

Repudiated claims, disputed before judicial authorities, are provided for based on the management prudence considering

the facts and evidences available in respect of such claims.

XVIII. LICENCE FEES – REVENUE SHARE (TELECOM BUSINESS)

With effect from August 1, 1999, the variable Licence Fee computed at prescribed rates of revenue share is being charged

to the Statement of Profit and Loss in the period in which the related revenue arises. Revenue for this purpose comprises

adjusted gross revenue as per the licence agreement of the licence area to which the licence pertains.

XIX. SCHEME EXPENSES (ASSET MANAGEMENT BUSINESS)

Expenses relating to New Fund Offer are charged to the Statement of Profit and Loss. Expenses of schemes of Birla Sun

Life Mutual Fund in excess of the stipulated limits as per SEBI (Mutual Fund) Regulations, 1996, and expenses incurred

directly (inclusive of advertisement/brokerage of expenses) on behalf of the schemes of Birla Sun Life Mutual Fund are

charged to the Statement of Profit and Loss in the year in which they are incurred. Trail Commission paid for future period for

Equity Link Saving Schemes (ELSS), Fixed Tenure Schemes, Close-ended Schemes and Systematic Investment Plans

(SIPs) in the different schemes during the year are treated as prepaid expenses, and such brokerage and commission are

expensed out over three years in case of ELSS or duration of closed schemes or over the duration of the SIP. Any other

brokerage/commission is expensed in the year in which they are incurred. Brokerage paid in advance in respect of Portfolio

Management Business is amortised over the contractual period.

XX. DISTRIBUTION COST (PRIVATE EQUITY FUND)

Distribution costs incurred by the Group in respect of Private Equity – Fund I and the Aditya Birla Private – Sunrise Fund,

have been accrued over the Commitment Period and the extended Commitment Period of the Fund I and the Sunrise Fund,

respectively, as defined in the Fund’s Private Placement Memorandum.

XXI. FUND FOR FUTURE APPROPRIATION AND FUND FOR DISCONTINUED POLICIES (LIFE INSURANCE BUSINESS)

Amounts estimated by the Appointed Actuary as Funds for Future Appropriation in respect of lapsed Unit Linked Policies

are set aside in the Balance Sheet, and are not available for distribution to shareholders until expiry of the revival period.

Premium Discontinuance Fund represents the fund value of all policies which are issued and discontinued after July 2010

and are set-aside in the Balance Sheet as per requirement of relevant regulations.

XXII. RETIREMENT AND OTHER EMPLOYEE BENEFITS

a) Defined Contribution Plan:

The Group makes defined contribution to Government Employee Provident Fund, Government Employee Pension

Fund, Employee Deposit Linked Insurance, ESI and Superannuation Scheme which are recognised in the Statement

of Profit and Loss on accrual basis.

b) Defined Benefit Plan:

The Group’s liabilities under Payment of Gratuity Act, long-term compensated absences and pension are determined

on the basis of actuarial valuation made at the end of each financial year using the projected unit credit method except

for short-term compensated absences which are provided for based on estimates. Actuarial gains and losses are

recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the

present value of estimated future cash flows using a discounted rate that is determined by reference to market yields

at the Balance Sheet date on Government bonds where the terms of the Government bonds are consistent with the

estimated terms of the defined benefit obligation.

In respect of certain employees, Provident Fund contributions are made to a Trust administered by the Group. The

interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared by the

Central Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and shortfall, if

any, shall be made good by the Group. The Group’s liability is actuarially determined (using the Projected Unit Credit

Method) at the end of the year, and any shortfall in the Fund size maintained by the Trust set-up by the Group is

additionally provided for. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which

they arise.

c) Long-term Incentive Plan:Provision for long-term incentive plan for different cadre of employees is based on the estimated future liability of long

term plan and the same is assessed on yearly basis.

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XXIII. EMPLOYEE STOCK OPTIONS

The stock options and stock appreciation rights (SARs) granted are accounted for as per the accounting treatment prescribed

by Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, issued by Securities and

Exchange Board of India and the Guidance Note on Accounting for Employee Share-based Payments, issued by the ICAI,

whereby the intrinsic value of the option is recognised as employee compensation. The employee compensation is charged

to the Statement of Profit and Loss on the straight-line basis over the vesting period of the option.

In respect of re-pricing of existing stock options, the incremental intrinsic value of the options is accounted as employee

cost over the remaining vesting period.

In case of forfeiture stock option, which is not vested, amortised portion is reversed by credit to employee compensation

expense. In a situation where the stock option expires unexercised, the related balance standing to the credit of the Employee

Stock Options Outstanding Account is transferred to the General Reserve.

XXIV. TAXATION

Tax expense comprises of current and deferred tax.

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in accordance

with the Income-tax Act, 1961, and tax laws prevailing in the respective tax jurisdictions the Group operates.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised

amounts, and there is an intention to settle the asset and the liability on a net basis.

The deferred tax for timing differences between the book and tax profits for the year is accounted for, using the tax rates

and laws that have been substantively enacted as of the Balance Sheet date. Deferred tax assets arising from timing

differences are recognised to the extent there is reasonable certainty that these would be realised in future.

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Group writes down the carrying

amount of a deferred tax asset to the extent that it is no longer reasonably certain that sufficient future taxable income will be

available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes

reasonably certain that sufficient future taxable income will be available.

In case of unabsorbed losses and unabsorbed depreciation, deferred tax assets thereon are recognised only if there is

virtual certainty supported by convincing evidence that they can be realised against future taxable profit. At each Balance

Sheet date, the Group reassesses unrecognised deferred tax assets.

Minimum Alternatives Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence

that the companies in the Group will pay normal income tax during the specified period. In the year, in which the MAT credit

becomes eligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Note

issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of

Profit and Loss and shown as MAT Credit Entitlement. The companies in the Group review the same at each Balance Sheet

date and write down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to

the effect that the Group will pay normal Income Tax during the specified period.

XXV. 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.

XXVI. OPERATING LEASES

i. As a Lessee:

Leases, where significant portion of risk and reward of ownership are retained by the Lessor are classified as Operating

Leases, and lease rentals thereon are charged to the Statement of Profit and Loss on a straight-line basis over the

lease term.

ii. As a Lessor:

The Group has leased certain tangible assets and such leases, where the Group has substantially retained all the

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. Initial direct

costs are recognised in the Statement of Profit and Loss.

CMYK

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Notes

XXVII. FINANCE LEASE

As a Lessee:

Leases, where substantially all the risks and benefits incidental to ownership of the leased item are transferred to the

Lessee, are classified as finance lease. The Group has capitalised the leased item at lower of fair value and present value

of the minimum lease payments at the inception of the lease and disclosed as leased assets. Such assets are amortised

over the period of lease or estimated life of such asset, whichever is less.

Lease payments are apportioned between the finance charges and reduction of the lease liability based on implicit rate of

return. Finance charges are charged directly against income. Lease management fees, lease charges and other initial

direct costs are capitalised.

XXVIII. CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents for the purpose of cash flow statement comprise cash on hand and cash at bank including

fixed deposit with original maturity period of three months or less and short-term highly liquid investments with an original

maturity of three months or less.

XXIX. 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 services

provided, 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.

XXX. CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby the profit before tax is adjusted for the effects of transactions

of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or

expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities

of the Group are segregated.

XXXI. 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 outstanding

during the period. The weighted-average number of equity shares outstanding during the period and for all periods presented

is adjusted for events such as bonus issue; bonus element in a rights issue to existing shareholders; share split; and

reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a

corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders

and the weighted-average number of shares outstanding during the period are adjusted for the effects of all dilutive potential

equity shares.

XXXII. 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 of

resources 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 obligation

at the Balance Sheet date.

In case of NBFC Business, Non-performing loans are written off/provided for, as per management estimates, subject to the

minimum provision required as per the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential

Norms (Reserve Bank) Directions, 2015. Provision on Standard assets is made @ 0.30% as per the notification DNBR 009/

CGM (CDS)-2015, dated March 27, 2015, issued by Reserve Bank of India.

In case of Housing Finance Companies, Over due loans are written off/provided for, as per management estimates, subject

to the minimum provision required as per Housing Finance Companies (NHB) Directions, 2010, as amended. Provision on

Standard assets is made as per Housing Finance Companies (NHB) Directions, 2010.

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Annexure ‘A’ to Note – 1 “Significant Accounting Policies”

Country of Proportion of Proportion ofIncorporation Ownership Ownership

Interest as on Interest as on31st March, 2016 31st March, 2015

SUBSIDIARIES

Aditya Birla Financial Services Limited (ABFSL)* India 100.00% 100.00%

Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Customer Services Limited (ABCSL) (Formerly known as

Aditya Birla Customer Services Private Limited) (Subsidiary of ABFSL) India 93.70% 100.00%

Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSL) India 100.00% 100.00%

ABCAP Trustee Company Private Limited (Subsidiary of ABFSL) (w.e.f. 25th March, 2016) India 100.00% -

Aditya Birla Money Limited (ABML) (Subsidiary of ABFSL) India 75.00% 75.00%

Aditya Birla Commodities Broking Limited (ABCBL) (100% Subsidiary of ABML) India 75.00% 75.00%

Aditya Birla Financial Shared Services Limited (ABFSSL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Finance Limited (ABFL) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFL)

(ceased to be subsidiary w.e.f. 10th September, 2014) India — —

Aditya Birla Housing Finance Limited (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Health Insurance Co. Limited (Subsidiary of ABFSL) (w.e.f. 22nd April, 2015) India 100.00% —

Aditya Birla Insurance Brokers Limited (ABIBL) (Subsidiary of ABFSL) India 50.01% 50.01%

Aditya Birla Money Mart Limited (ABMML) (Subsidiary of ABFSL) India 100.00% 100.00%

Aditya Birla Money Insurance Advisory Services Limited (Subsidiary of ABMML) India 100.00% 100.00%

Birla Sun Life Asset Management Company Limited (BSAMC) (Subsidiary of ABFSL) India 51.00% 51.00%

Birla Sun Life AMC (Mauritius) Ltd. (100% Subsidiary of BSAMC) Mauritius 51.00% 51.00%

Aditya Birla Sun Life AMC Ltd., Dubai (100% Subsidiary of BSAMC) Dubai 51.00% 51.00%

Aditya Birla Sun Life AMC Pte. Ltd., Singapore (100% Subsidiary of BSAMC) Singapore 51.00% 51.00%

India Advantage Fund Limited** (Subsidiary of BSAMC) Mauritius 51.00% 51.00%

International Opportunities Fund SPC(IOF)*** (Subsidiary of BSAMC) Cayman Islands 51.00% 51.00%

Birla Sun Life Trustee Company Private Limited (BSTPL) (Subsidiary of ABFSL) India 50.85% 50.85%

Birla Sun Life Insurance Company Limited (BSLICL) India 74.00% 74.00%

Birla Sun Life Pension Management Limited (Subsidiary of BSLICL)

(BSLPML) (w.e.f. 9th January, 2015) India 74.00% 74.00%

ABNL Investment Limited (ABNLIL) India 100.00% 100.00%

Shaktiman Mega Food Park Private Limited (SMFP)

(Ownership interest upto 15th January, 2015, 94.00%) India 100.00% 100.00%

Aditya Birla Renewables Limited (ABRL) (w.e.f. 7th August, 2015)

(Ownership interest upto 6th October, 2015, 100%) India 51.00% —

Aditya Birla Idea Payments Bank Limited****(w.e.f. 19th February, 2016) India 51.00% —

ABNL IT & ITES Ltd. (ABNLIT) (merged with ABNL w.e.f. 1st October, 2015) India — 100.00%

Aditya Birla Minacs BPO Private Limited (ABMBPL) (merged with

ABNL w.e.f. 1st October, 2015) India — 100.00%

Madura Garments Lifestyle Retail Company Limited (MGLRCL)

(merged with ABFL w.e.f. 1st July, 2015) India — 100.00%

Indigold Trade and Services Limited (ITSL)

(merged with ABNL w.e.f. 1st October, 2015) India — 100.00%

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Notes

Country of Proportion of Proportion ofIncorporation Ownership Ownership

Interest as on Interest as on31st March, 2016 31st March, 2015

Pantaloons Fashions & Retail Limited (PFRL) (now known as

Aditya Birla Fashion and Retail Limited (ABFRL) (Subsidiary of ITSL)

(Ownership interest upto 29th September, 2014, 67.95%)

(ceased to be subsidiary with effect from 1st April, 2015) India — 72.62%

Aditya Birla Minacs Worldwide Limited (ABMWL) (Subsidiary of ABNLIT)

(ceased to be subsidiary w.e.f. 9th May, 2014) India — —

Aditya Birla Minacs Philippines Inc. (ABMPI) (100% Subsidiary of ABMWL)

(ceased to be subsidiary w.e.f. 9th May, 2014) Philippines — —

AV TransWorks Limited (AVTL) (100% Subsidiary of ABMWL)

(ceased to be subsidiary w.e.f. 9th May, 2014) Canada — —

Aditya Birla Minacs Worldwide Inc. (ABMWI) (100% Subsidiary of AVTL)

(ceased to be subsidiary w.e.f. 9th May, 2014) Canada — —

Aditya Birla Minacs BPO Ltd. (ABMBL) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) U K — —

Minacs Worldwide SA de CV (MWSC) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) Mexico — —

The Minacs Group (USA) Inc. (MGI) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) USA — —

Bureau of Collection Recovery, LLC (BCR) (100% Subsidiary of MGI)

(ceased to be subsidiary w.e.f. 9th May, 2014) USA — —

Minacs Limited (ML) (100% Subsidiary of ABMWI)

(ceased to be subsidiary w.e.f. 9th May, 2014) UK — —

Minacs Worldwide GmbH (MWGH) (100% Subsidiary of ML)

(ceased to be subsidiary w.e.f. 9th May, 2014) Germany — —

Minacs Kft. (100% Subsidiary of MWGH)

(ceased to be subsidiary w.e.f. 9th May, 2014) Hungary — —

Aditya Vikram Global Trading House Limited (AVGTHL)

(ceased to be subsidiary w.e.f. 29th September, 2014) Mauritius — —

JOINT VENTURES

IDEA Cellular Limited (IDEA) India 23.26% 23.28%

* Aditya Birla Financial Services Limited had applied to RBI and has obtained registration as Core Investment Company(‘CIC’) under Section 45I of Reserve Bank of India Act, 1934, on October 16, 2015.

** 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.Each class of participating shares has its own Balance Sheet and Statement of Profit and Loss. The Profit/Loss of each suchclass belongs to the participating shareholders of that class. Birla Sun Life Asset Management Company Limited (BSAMC)owns 100% of the management share, and the management shareholder is neither entitled to any beneficial interest in theprofit/loss of various classes nor is required to make good any shortfall. In substance, there are no direct or indirect economicbenefits received by the management shareholders. The substance over form must prevail. Accordingly, the Group has notconsolidated IAFL in the Consolidated Financial Statements.

*** Aditya Birla Sun Life AMC Pte. Limted, Singapore, has made investment in international Opportunities Fund. InternationalOpportunities Fund SPC(IOF) is segregated portfolio company set-up as a fund in Cayman Islands under the CaymanIslands Monetary Act. In terms of constitution and private placement memorandum, IOF has various segregated portfoliowhich issue redeemable participating shares. Each Segregated Portfolio of participating shares has its own Balance Sheetand Profit and Loss Account. The Profit/Loss of each such Portfolio belongs to the participating shareholders of that segregatedportfolio. Aditya Birla Sun Life Asset Management Pte. Limited (ABSLAMC) owns 100% of the management share andmanagement shareholder is neither entitled to any beneficial interest in the profit/loss of various segregated portfolios nor isrequired 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 IOF in theConsolidated Financial Statement.

**** The Company, jointly with Idea Cellular Limited (IDEA), has incorporated a new subsidiary, namely, ‘Aditya Birla IdeaPayments Bank Limited’ (ABIPBL) wherein the Company holds 51% shares, and the balance 49% shares are held by IDEA.ABIPBL has been formed to set up a Payments Bank under the Guidelines for Licensing of Payments Banks issued onNovember 27, 2014, by the Reserve Bank of India. First full financials of ABIPBL shall be prepared for the period ended 31stMarch, 2017, hence, the same has not been consolidated.

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` in Crores

As at As atNOTE: 2A Numbers 31st March, 2016 31st March, 2015SHARE CAPITALAuthorised:Equity Shares of ` 10/- each 175,000,000 175.00 175.00

(175,000,000)

Redeemable Preference Shares of ` 100/- each 500,000 5.00 5.00

(500,000)

180.00 180.00

Issued:EQUITY SHARE CAPITALEquity Shares of ` 10/- each 130,279,180 130.28 130.28

(130,279,180)

130.28 130.28

Subscribed and Paid-up:EQUITY SHARE CAPITALEquity Shares of ` 10/- each, fully paid-up 130,222,858 130.22 130.14

(130,137,193)

130.22 130.14

1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period

Sr. Description As at 31st March, 2016 As at 31st March, 2015No. Equity Preference Equity Preference

Shares Shares Shares Shares

1 No. of Shares outstanding at the beginning

of the period 130,137,193 — 130,084,972 10,000

2 Allotment of Shares on exercise of option by

employee under ESOS-2006 and ESOS-2013 85,665 — 52,221 —

3 Redemption of Preference Shares — — 10,000

4 No. of Shares outstanding at the end of

the period 130,222,858 — 130,137,193 —

2) Term/Right Attached to Equity Shares

The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares is

entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the

Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the

Company, after distribution to all preferential holders. The distribution will be in proportion to the number of equity shares

held by the shareholders.

The Board of Directors has recommended Equity Dividend of ` 5 per share for the year ended 31st March, 2016 (Previous

Year: ` 7.00 per share). The total cash outflows on account of the Equity Dividend would be ` 65.11 Crore (Previous Year:

` 91.10 Crore) and Dividend Distribution Tax thereon (Net of Tax Credit on dividend from subsidiary companies) would be

` 10.37 Crore (Previous Year: ` 18.55 Crore).

3) The Company does not have any Holding Company.

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Notes

4) Equity Shares in the Company held by each shareholder holding more than 5 per cent shares and the number of equity

shares held are as under:

Sr. Name of Shareholder As at 31st March, 2016 As at 31st March, 2015

No. No. of % of Total No. of % of TotalShares Held Paid-up Equity Shares Held Paid-up Equity

Share Capital Share Capital

1 IGH Holdings Private Limited 16,352,102 12.56% 16,352,102 12.57%

2 TGS Investment and Trade Private Limited 14,671,037 11.27% 13,506,736 10.38%

3 Umang Commercial Company Private Limited

(Earlier known as Umang Commercial

Company Limited) 12,494,765 9.59% 12,494,765 9.60%

4 Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.24%

5 Hindalco Industries Limited 8,650,412 6.64% 8,650,412 6.65%

6 Turquoise Investments and Finance

Private Limited 6,885,421 5.29% 6,441,092 4.95%

7 Life Insurance Corporation of India 6,065,284 4.66% 7,276,236 5.59%

5) Shares reserved for issue under options and contracts, including the terms and amounts:For details of Shares reserved for issue under the Employee Stock Options Plan (ESOP) of the Company refer Note: 35.

6) There are no Equity or Preference Shares issued as fully paid-up pursuant to any contract in consideration of other

than cash or bought back during the preceding last five years.

7) Pursuant to the provisions of Section 126 of the Companies Act, 2013, the issue of following equity shares are kept in

abeyance.

Sr. Particulars No. of SharesNo. As at As at


1 Rights Issue (1994) 12,575 12,575

2 Bonus Share on Above 6,288 6,288

3 Rights Issue (2007) 22,460 22,460

8) Shares to be allotted upon exercise of ESOS Schemes 14,999 Shares (Previous Year: 100,664 Shares).

9) In the year 1997, the Company had forfeited 4,487 Shares held by 299 holders on account of non-payment of call money

with interest on shares issued against each detachable warrant.

10) Equity Shares Nil (Previous Year: 3,168,459) are represented by Global Depository Receipts (GDRs). The GDR programme

has since been terminated on 8th December, 2015. Each GDR was equivalent to underlying one equity share of the

Company and, hence, upon termination of the GDR Programme, the paid-up equity share capital remains the same.

11) During the last five years there were no Bonus Shares issued.

12) Figures in brackets represent the corresponding number of shares for Previous Year.


NOTE: 2BPREFERENCE SHARES ISSUED BY SUBSIDIARY AND JOINT VENTURE COMPANIES6% Redeemable Cumulative Preference Shares of ` 100/- each,

fully paid-up of the Subsidiary Company — 0.01

0.001% Compulsorily Convertible Preference Shares of ` 10/- each,

fully paid-up of the Subsidiary Company 4.70 2.74

Compulsory Convertible Preference Shares of ` 10/- each,

fully paid-up of the Subsidiary Company of Joint Venture Company 0.44 0.45

5.14 3.20

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244



` in Crores


NOTE: 3RESERVES AND SURPLUS

1) Capital Reserve


Deduction:

Amalgamation of Subsidiaries (Refer Note: 33) 91.37 —

Demerger of Garment Business (Refer Note: 32) 122.05 —

56.55 269.97

2) Capital Redemption Reserve


Addition:

Transfer from Surplus/(Deficit) in the Statement of Profit and Loss on

Redemption of Preference Shares — 0.10

9.71 9.71

3) Securities Premium Account


Addition:

ESOP Exercised 10.50 5.91

Transfer from Stock Options Outstanding Account on Exercise of Options 2.30 2.27

Premium on issue of shares via QIP and Preferential Allotment

(Net of Share issue expenses of ` Nil (Previous Year: ` 5.88 Crore) — 802.88

Premium on issue of Compulsorily Convertible Preference Shares of

the Subsidiary Company 23.04 32.26

Deduction:

Stake Change in Joint Venture 2.16 175.41

6,793.61 6,759.93

4) Debenture Redemption Reserve


Addition:


Deduction:

Transferred to General Reserve on Redemption of Debentures 13.45

Stake Change in Joint Venture 0.01 0.46

90.82 52.54

5) Share Options Outstanding Account


Addition:

Charge for the year 12.23 11.72

Deduction:

Transfer to Securities Premium Account on Exercise of Options 2.30 2.27

Demerger of Garment Business 1.00 —

Stake Change in Joint Venture ß 0.32

26.61 17.68

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245


Notes

` in Crores


6) Other Reservesi) General Reserve


Addition:


Transfer from Debenture Redemption Reserve on Redemption of — 13.45

Debentures

Transfer from Special Reserve 3.98 —

Deduction:

Transitional Provision of Schedule II Impact (Net of Deferred Tax

Amounting of ` Nil (Previous Year: ` 6.44 Crore) — 13.21

Depreciation Charge on Fair Value Portion of Fixed Assets by JV of Idea 13.24 17.73

Group’s Share of Idea JV discrepancy in physical verification of

Fixed Assets as per scheme 0.02 0.20

Amount transferred to Surplus in P&L — 13.45

Amount transferred on Stake Change of Joint Venture/

Divestment of Subsidiaries 0.12 11.95

3,992.02 3,799.29

ii) Special Reserve(a)


Addition:


Deduction:

Transfer to General Reserve 3.98 —

224.80 146.98

iii) Capital Fund(b) 0.02 0.02

iv) Credit/(Debit) Fair Value Change Account(c)

Opening Balance as per last audited Financial Statement — 0.10

Addition:

Addition/(Deduction) during the year (0.23) (0.10)

(0.23) —

v) Foreign Currency Translation Reserve


Addition:

Addition during the year 0.42 9.97

Deduction:

Amount transferred on Divestment of Subsidiaries and Businesses — 164.68

2.09 1.67

vi) Hedging Reserve(d)

Opening Balance as per last audited Financial Statement (2.22) (31.13)

Addition:

Gain/(Loss) recognised during the year (Net) 4.37 2.86

Deduction:

Gain/(Loss) recycled during the year (Net) 2.66 (2.50)

Amount transferred on Divestment of Subsidiaries and Businesses 0.03 (23.55)

(0.54) (2.22)

Total Other Reserves 4,218.16 3,945.74

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246



` in Crores


7) Surplus/(Deficit) in the Statement of Profit and Loss

Opening Balance as per last audited Financial Statement 1,682.29 778.59

Addition/(Dedcution):

Profit of the Year 1,885.76 1,415.50

Amalgamation of Subsidiaries 91.37 —

Amount transferred on Stake Change of Joint Venture/

Divestment of Subsidiaries (1.36) (81.57)

Amount adjusted on demerger of Garment Business (Refer Note: 32) (24.35) —

Transfer from General Reserve — 13.45

Transitional Provision of Schedule II Impact

(Net of Deferred Tax Amounting of ` Nil Crore) — (15.19)

Share of Minority Interest on Transitional Provision of Schedule II Impact — 3.09

Less: Appropriations

Transfer to Debenture Redemption Reserve 38.29 24.91

Transfer to General Reserve 202.13 201.76

Transfer to Capital Redemption Reserve — 0.10

Transfer to Special Reserve 81.80 54.69

Proposed Dividend on Equity Shares 65.11 91.10

Interim Dividend on Preference Shares — ß

Equity Dividend relating to Previous Period 0.04 2.60

Corporate Tax on Proposed Equity Dividend of the Company* 10.37 18.55

Corporate Tax on Proposed Equity Dividend of Subsidiaries and Joint Venture 14.74 11.58

Corporate Tax on Proposed Preference Dividend of Subsidiaries 0.17 —

Corporate Tax on Interim/Final Dividend of Joint Venture Company by its Joint Venture 17.15 25.85

Corporate Tax on Dividend relating to earlier years ß 0.44

Corporate Tax on Interim Dividend on Preference Shares — ß

3,203.91 1,682.29

14,399.37 12,737.86

* Net of Tax Credit on dividend from subsidiary companies.

(a) Special Reserve

Special Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the “RBI Act”). In terms of

Section 45-IC of the RBI Act, a Non-Banking Finance Company is required to transfer an amount not less than 20 per cent of

its net profit to a Reserve Fund before declaring any dividend. Appropriation from this Reserve Fund is permitted only 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 Birla Sun

Life Mutual Fund (‘the Fund’) in accordance with the terms of the Trust Deed, together with accretion thereon. The amount is

held by the Company in its fiduciary capacity as the trustee to the Fund and is intended to be utilised only for the 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 Value Change

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 are

recognised in Hedging Reserve.

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Notes



NOTE: 4ALONG-TERM BORROWINGSSECUREDDebentures 5,218.11 3,360.38


Banks 8,769.70 6,317.81

Others 8.96 188.86

Foreign Currency Loans from

Banks 173.84 267.05

Others 754.71 1,027.59

Finance Lease Liabilities 10.98 8.17

14,936.30 11,169.86

UNSECUREDDebentures 1,446.50 1,350.00


Banks 11.63 —

Others 5.20 6.05


Deferred Payment Liability towards Spectrum 7,236.72 2,177.52

9,107.72 3,866.73

24,044.02 15,036.59

NOTE: 4BSHORT-TERM BORROWINGSSECUREDLoan Repayable on Demand from Banks 3,172.85 1,911.17

3,172.85 1,911.17

UNSECUREDLoan Repayable on Demand from

Banks 1,341.06 1,348.01

Others — 100.00


Commercial Papers* 5,401.25 3,061.69

6,742.31 4,509.70

9,915.16 6,420.87

*Commercial Papers are shown net of unamortised discounting charges.

NOTE: 5DEFERRED TAX LIABILITIESDeferred Tax Liabilities at the year end comprise timing differences on account of:

Depreciation 980.83 812.30Revenue Equalisation Reserve and Others 33.92 32.87

1,014.75 845.17

DEFERRED TAX ASSETSDeferred Tax Assets at the year end comprise timing differences on account of:

Depreciation 5.49 4.78

Expenditure/Provisions Allowable on Payment Basis 66.25 89.67

Provision for Doubtful Debts and Advances 109.38 87.37

Unabsorbed Depreciation and Carry Forward Losses — 152.08

Others 45.69 26.40

226.81 360.30

Net Deferred Tax Liabilities/(Assets) 787.94 484.87

Deferred Tax presented in Balance SheetDeferred Tax Liabilities (Net) 887.22 549.02

Deferred Tax Assets (Net) 99.28 64.15

Net Deferred Tax Liabilities/(Assets) 787.94 484.87

Deferred Tax Assets in certain subsidiaries are recognised on losses andunabsorbed depreciation only to the extent of Deferred Tax Liabilities in those subsidiaries.

CMYK

248



` in Crores


NOTE: 6A

OTHER LONG-TERM LIABILITIES

Trade Payables 131.68 89.01


Other Payables

Deposits 65.29 149.97


Income Received in Advance 84.82 73.37


Others 15.20 82.46

986.53 473.47

NOTE: 6BOTHER CURRENT LIABILITIES

Current Maturities of Long-term Borrowings 2,523.75 4,526.36

Current Maturities of Finance Lease Obligations 1.50 0.75


Income Received in Advance 7.47 4.50

Investors’ Education and Protection Fund to be credited as and when due

Unpaid Dividend 3.60 3.30


Other Payables


Book Overdraft 652.22 233.60


Statutory Dues 347.76 312.48

Deposits 66.59 71.50

Due to Life Insurance Policyholders 458.15 311.86

Derivative Liability (Net) * 12.36 14.66

Others 58.76 105.42

5,411.25 6,872.32

*This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.

NOTE: 7ALONG-TERM PROVISIONS

Provisions for:


Others

Contingent Provision on Standard Asset of Financing Activities (Refer Note: 1(II)(b)) 58.94 23.92

Provisions for Doubtful Loans and Advances of Financing Activities (Refer Note: 1(II)(a)) 101.94 89.70

Other Long-term Provisions ## 79.83 76.03

336.33 289.65

CMYK

249


Notes

` in Crores


NOTE: 7BSHORT-TERM PROVISIONSProvisions for:


Others

Taxation (Net of Advance Tax) 118.30 69.51

Proposed Dividend

Equity 65.11 91.10

Provision for Corporate Tax on Dividend

Equity Dividend of the Company# 10.37 18.55

Equity Dividend of the Subsidiaries and Joint Venture 14.74 11.58

Equity Dividend of Joint Venture Company by its Joint Venture 17.15 —

Preference Dividend of Subsidiaries 0.17 —

Contingent Provision on Standard Assets of Financing Activities (Refer Note: 1(II)(b)) 26.58 19.52

Provision for Doubtful Loans and Advances of Financing Activities (Refer Note: 1(II)(a)) — 10.55

Other Short-term Provisions ## 1.63 12.78

399.40 387.99

# Net of Tax Credit on Dividend from subsidiary company.

## Additional disclosure as per Accounting Standard-29 – “Provisions, Contingent Liabilities and Contingent Assets”

A. WarrantyOpening Balance 0.55 0.53


Utilised ß (0.02)



Long-term 0.18 0.11

Short-term 1.63 0.44

1.81 0.55

Provision is recognised for expected warranty claims on products sold during the last two to three years based on the past

experience of level of returns and replacements.

B. Customer Relationship Management Loyalty ProgrammeOpening Balance 12.34 8.93

Arising during the year — 30.76

Utilised — (26.09)


Transfer on Demerger of Garments Business (12.34) —

Closing Balance — 12.34

Short-term — 12.34

— 12.34

Customer Relationship Management Loyalty Programmes are the schemes designed with an intention to retain the existing

customer and attract new customers by rewarding a customer for his loyalty and patronage.

C. Asset Retirement ObligationOpening Balance 75.92 80.33


Change in Liability on Stake Change of Joint Venture (0.06) (6.21)

Utilised (0.43) (0.79)


Long-term 79.65 75.92

79.65 75.92

The Group installs equipment on leased premises and layed down optical fibre cable (OFC) to provide seamless connectivity

to its customers. In certain cases, the Group may have to incur some cost to remove such equipments and OFC. Estimated

cost to be incurred for restoration is capitalised along with the assets.

CMYK

250



NOTE: 8A

TANGIBLE ASSETS ` in Crores

Freehold Leasehold Freehold Leasehold Leasehold Plant & Furniture Office Vehicles Railway TOTALLands Lands Buildings Buildings Improve- Equipment & Fixtures Equipment Sidings

ments

Gross BlockAs at 1st April, 2014 31.96 25.87 404.98 6.00 330.39 12,890.60 797.80 591.39 64.32 5.84 15,149.15Additions 0.02 17.89 13.61 0.42 28.44 1,288.56 109.56 75.12 17.35 — 1,550.97Deletions 0.04 — 0.41 — 10.30 210.94 31.89 25.43 11.00 — 290.01Foreign ExchangeTranslation Difference — — — — 0.22 1.19 0.59 0.09 — — 2.09(Deletion) on Stake Change/Divestment/Demergers (0.23) (0.02) (3.44) — (107.08) (1,026.73) (66.56) (23.88) (2.99) — (1,230.93)

As at 31st March, 2015 31.71 43.74 414.74 6.42 241.67 12,942.68 809.50 617.29 67.68 5.84 15,181.27Additions — 7.77 34.72 — 6.39 2,003.29 10.25 46.48 14.69 — 2,123.59Deletions — — 1.12 — 0.88 215.72 4.04 39.40 10.76 — 271.92Foreign ExchangeTranslation Difference — — — — (0.90) — 0.04 0.05 — — (0.81)(Deletion) on Stake Change/Divestment/Demergers (5.94) (0.02) (21.68) (6.01) (182.31) (260.31) (718.62) (337.45) (11.86) — (1,544.20)

As at 31st March, 2016 25.77 51.49 426.66 0.41 63.97 14,469.94 97.13 286.97 59.75 5.84 15,487.93

Accumulated DepreciationAs at 1st April, 2014 1.42 119.31 2.43 204.02 6,288.56 459.84 388.43 37.01 5.55 7,506.57For the Year 0.29 12.70 0.54 38.48 1,211.85 139.55 90.05 12.79 — 1,506.25Deletions — 0.10 — 9.11 196.33 31.19 24.66 8.22 — 269.61Foreign ExchangeTranslation Difference — — — 0.11 0.90 0.42 0.06 — — 1.49Charge to Retained Earningson account of Schedule II — 6.88 — — 15.74 5.05 7.17 — — 34.84(Deletion) on Stake Change/Divestment/Demergers (0.01) (1.55) — (77.70) (580.66) (46.11) (15.78) (1.85) — (723.66)

As at 31st March, 2015 1.70 137.24 2.97 155.80 6,740.06 527.56 445.27 39.73 5.55 8,055.88For the Year 0.38 12.90 ß 5.58 1,305.29 7.21 27.31 10.79 — 1,369.46Deletions — 1.08 — 0.83 211.98 3.94 39.14 8.48 — 265.45Foreign ExchangeTranslation Difference — — — (0.92) — 0.03 0.04 — — (0.85)(Deletion) on Stake Change/Divestment/Demergers ß (7.63) (2.84) (107.93) (129.67) (453.55) (203.43) (7.02) — (912.07)As at 31st March, 2016 2.08 141.43 0.13 51.70 7,703.70 77.31 230.05 35.02 5.55 8,246.97

Net Block asat 31st March, 2015 31.71 42.04 277.50 3.45 85.87 6,202.62 281.94 172.02 27.95 0.29 7,125.39

Net Block asat 31st March, 2016 25.77 49.41 285.23 0.29 12.27 6,766.24 19.82 56.92 24.73 0.29 7,240.96

A. Gross Block of Tangible Assets includes:

(i) The Group’s share in assets held under co-ownership - Leasehold Land ` 27.58 Crore (Previous Year: ` 19.80 Crore), Buildings ` 24.18 Crore (PreviousYear: ` 24.18 Crore), Furniture & Fixtures ` 3.04 Crore (Previous Year: ` 3.03 Crore), Office Equipment ` 6.12 Crore (Previous Year: ` 6.06 Crore),Vehicles ` 0.04 Crore (Previous Year: ` 0.03 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 exclusiveoccupancy 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 ` 373.59 Crore (Previous Year: ` 323.98 Crore) and Net Block of ` 102.71 Crore (Previous Year: ` 103.41Crore).

(ii) Office Equipment includes Gross Block of ` 4.82 Crore (Previous Year: ` 0.74 Crore) and Net Block of ` 4.14 Crore (Previous Year: ` 0.66 Crore).

C. Depreciation charge for the year includes ` 13.32 Crore (Previous Year: ` 127.24 Crore) on due to the change in estimate useful life of certain tangible assets.

D. Exchange loss of ` 41.24 Crore (Previous Year: ` 27.51 Crore) has been capitalised as per Para 46A of AS-11.

E. Capital Work-in-Progress is net of Impairment provision amounting to ` 112.69 Crore (Previous Year: ` 112.77 Crore).

F. Addition to Plant and Equipment is net of Subsidy ` 0.72 Crore (Previous Year: ` 0.02 Crore).

G. Gross Block of leasehold lands include ` 1.33 Crore and Buildings include ` 22.99 Crore, pending for registration in the name of the Company. The Companyis in the process of getting the same transferred in its name.

H. Freehold lands include Gross Block of ` 7.05 Crore, wherein title deeds of immovable properties are in the names of the entities, which got merged with theCompany, and are pending to be transferred in the name of the Company.

I. For Assets given on Operating Lease - Refer Note: 31.

CMYK

251


Notes

NOTE: 8B

INTANGIBLE ASSETS ` in Crores

Goodwill Goodwill Brands/ Computer Technical Investment Client Telecom Non- TOTALon Con- Trade- Software Know-how Manage- Acquisi- Entry/ Compete

solidation marks ment tion Costs Licence FeesRights Fees*

Gross Block

As at 1st April, 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

Additions — 37.69 — 70.58 — 3.79 — 1,668.51 — 1,780.57

Deletions — — — 1.71 — — — — — 1.71

Foreign Exchange Translation Difference 0.58 11.49 — 0.16 — — 0.22 — — 12.45

(Deletion) on Stake Change/Divestment/Demergers (39.59) (1,025.21) — (158.89) — — (16.77) (217.21) — (1,457.67)

As at 31st March, 2015 1,187.98 2,803.27 214.77 404.17 6.60 57.63 — 4,260.28 0.33 8,935.03

Additions — 0.01 — 80.13 — — — 7,219.10 — 7,299.24

Deletions — — 11.68 — — — 375.72 — 387.40

(Deletion) on Stake Change/Divestment/Demergers (1,187.98) (575.71) (190.28) (65.43) (6.60) — — (3.16) — (2,029.16)

As at 31st March, 2016 — 2,227.57 24.49 407.19 — 57.63 — 11,100.50 0.33 13,817.71

Accumulated Amortisation/Impairment

As at 1st April, 2014 5.83 18.65 174.38 336.41 5.53 45.77 14.81 876.13 0.33 1,477.84

Amortisation for the Year — — 4.49 44.25 0.92 5.56 0.18 158.83 — 214.23

Deletions — — — 1.71 — — — — — 1.71

Foreign Exchange Translation Difference 0.08 — — 0.09 — — 0.15 — — 0.32

(Deletion) on Stake Change/Divestment/Demergers (5.91) — — (52.96) — — (15.14) (70.30) — (144.31)

As at 31st March, 2015 — 18.65 178.87 326.08 6.45 51.33 — 964.66 0.33 1,546.37

Amortisation for the Year — — 2.18 44.71 — 3.07 — 320.68 — 370.64

Deletions — — — 11.65 — — — 375.72 — 387.37

(Deletion) on Stake Change/Divestment/Demergers — — (170.41) (41.43) (6.45) — — (0.76) — (219.05)

As at 31st March, 2016 — 18.65 10.64 317.71 — 54.40 — 908.86 0.33 1,310.59

Net Block as at 31st March, 2015 1,187.98 2,784.62 35.90 78.09 0.15 6.30 — 3,295.62 — 7,388.66

Net Block as at 31st March, 2016 — 2,208.92 13.85 89.48 — 3.23 — 10,191.64 — 12,507.12

A. All Intangible Assets are other than internally generated.

B. Details of Intangible Assets capitalised under Finance Lease:

Software includes Gross Block of ` 94.54 Crore (Previous Year: ` 58.94 Crore) and Net Block of ` 31.93 Crore (Previous Year: ` 8.31Crore).

C. Deletion of Entry/Licence Fees pertains to the expired CMTS Licences on completion of its licence tenure of 20 years.

* Based on Written-down Value, the balance amortisation period of material Intangible Assets:

Intangible Assets As at As at31st March, 2016 31st March, 2015

Telecom Entry/Licence Fees Ranges between 12 and 240 months based on Ranges between 12 and 240 months based onthe respective Telecom Service Licence period. the respective Telecom Service Licence period.

CMYK

252



` in Crores


NOTE: 8A and 8BDuring the year, the Group has capitalised the following expensesto the cost of Fixed Assets/Capital Work-in-ProgressSalaries and Wages — 2.94

Power and Fuel — 0.20

Insurance ß —

Travelling and Conveyance — 0.11

Interest Expenses 437.94 121.81

Miscellaneous Expenses — 0.08

437.94 125.14Add: Brought forward from previous year 72.60 23.16

Less: Capitalised during the year 413.75 74.91

Less: Charged to the Statement of Profit and Loss* 9.92 —

Less: Divestment of Garment Business 0.06 —

Less: Impact on Stake Change 0.05 0.79

86.76 72.60

* Expenses included in the following heads of the Statement of Profit and Loss,towards abandonment of Brownfield expansion project.

Employee Benefits Expenses 3.56 —

Other Expenses 6.36 —

Total 9.92 —

NOTE: 9AINVESTMENTS OF LIFE INSURANCE BUSINESS: NON-CURRENT(i) Shareholders’ Investments

QuotedInvestments in

Government or Trust Securities 664.54 676.91

Debentures/Bonds 716.39 746.46

1,380.93 1,423.37

UnquotedInvestments in

Equity Instruments 0.55 1.25Others (Fixed Deposits) 45.85 45.85

46.40 47.10

Sub-Total - (i) 1,427.33 1,470.47

(ii) Policyholders’ InvestmentsQuoted

Investments in

Equity Instruments 288.39 288.15

Preference Shares 0.24 0.22

Government or Trust Securities 3,055.52 2,140.15

Debentures and Bonds 1,842.37 1,371.76

Mutual Funds 0.73 —

5,187.25 3,800.28


Equity Instruments — 6.96

Others (Fixed Deposits) 73.52 73.52

Venture Capital Funds 3.33 —

Social Venture Fund 38.21 —

115.06 80.48

Sub-Total - (ii) 5,302.31 3,880.76

Total - (i) + (ii) 6,729.64 5,351.23

Aggregate Market Value of Quoted Investments 6,772.82 5,448.88

Aggregate Book Value of Quoted Investments 6,568.18 5,223.65

Aggregate Book Value of Unquoted Investments 161.46 127.58

CMYK

253


Notes

` in Crores


NOTE: 9B

INVESTMENTS OF LIFE INSURANCE BUSINESS: CURRENT

(i) Shareholders’ Investments

Quoted

Investments in

Government or Trust Securities — 0.37


Mutual Funds 206.11 50.69

238.05 51.81

Unquoted

Investments in


Mutual Funds 9.59

39.49 30.00

Sub-Total - (i) 277.54 81.81

(ii) Policyholders’ Investments

Quoted

Investments in




217.52 210.69

Unquoted

Investments in

Others

Fixed Deposits 2.00 10.00

Collateralised Borrowings and Lending Obligations 145.69 6.60

Certificate of Deposits 14.44 23.11

162.13 39.71

Sub-Total - (ii) 379.65 250.40

Total - (i) + (ii) 657.19 332.21

Aggregate Market Value of Quoted Investments 455.91 262.55

Aggregate Book Value of Quoted Investments 455.57 262.50


CMYK

254




Face Value Number 31st March, Number 31st March,2016 2015

NOTE: 10A

OTHER INVESTMENTS: NON-CURRENT

Investments in

Equity Instruments

Subsidiaries (Refer Annexure ‘A’ to Note: 1 )

Aditya Birla Idea Payment Bank Limited(Including proportionate share of Joint Venture) 10.00 311,990 0.32 — —

Class A in India Advantage Fund Limited, Mauritius $10.00 90 ß 90 ß

Class B in India Advantage Fund Limited, Mauritius $10.00 40 ß 40 ß

International Opportunities Fund $0.01 1 ß 1 ß

0.32 ß

Others

Aditya Birla Fashion and Retail Limited(earlier known as Pantaloon Fashion & Retail Limited) @ 10.00 70,051,697 1,150.64 — —

Hindalco Industries Limited 1.00 33,506,337 201.48 33,506,337 201.48

Aditya Birla Science & Technology Private Limited 10.00 2,400,000 2.40 2,400,000 2.40

Aditya Birla Port Limited 10.00 100,000 0.10 100,000 0.10

Birla Management Centre Services Limited 10.00 9,000 0.01 9,000 0.01

MF Utilities India Private Limited 1.00 500,000 0.05 500,000 0.05

HDFC Bank Limited 2.00 1,300 ß 1,300 ß

MOIL Limited 10.00 12,245 0.46 12,245 0.46


Apollo Sindhoori Hotels Limited. 10.00 3,005 0.01 6,600 0.02


SWAWS Credit Corporation Private Limited — — 393,748 0.39

Less: Provision for Diminution — — (0.39)

1,354.93 204.30

Preference Shares

5.25% Cumulative Redeemable Preference Sharesof Aditya Birla Health Services Ltd. $ 100.00 1,500,000 15.00 1,500,000 15.00

8.00% Cumulative and Redeemable PreferenceShares of Aditya Birla Fashion andRetail Limited (earlier known asPantaloon Fashion & Retail Limited)@ 10.00 500,000 0.50 — —

0.001% Optionally Convertible CumulativeRedeemable Preference Shares in Share Microfin Limited 10.00 9,854,834 9.85 11,682,000 11.68

Less: Provision for Diminution (7.50) —

17.85 26.68

Debentures and Bonds

NHAI Bonds 1000 11,126 1.11 11,126 1.11

Optionally Convertible Debentures carryingfixed coupon rate of 12 % p.a. ofSWAWS Credit Corporation Private Limited 100.00 — — 13,125 0.13

Less: Provision for Dimunition (0.13)

1.11 1.11

CMYK

255


Notes

Mutual Funds* 180.00 127.96

Others

Aditya Birla Private Equity - Fund I 132.27 158.81

Aditya Birla Private Equity - Sunrise Fund 26.93 28.11

Class B Units of Aditya Birla Real Estate Fund 0.05 0.05

PMS Investment 3.60 3.71

Investment in Alternate Fund 20.00 —

182.85 190.68

TOTAL NON-CURRENT INVESTMENTS 1,737.06 550.73

Aggregate Market Value of Quoted Investments 1,487.99 546.56

Aggregate Book Value of Quoted Investments 1,507.65 305.14


Aggregate Amount of Provision for Diminution 7.72 0.75

* Includes Earmarked towards Capital Fund 0.04 0.04

@ Ceases to be Subsidairy of the Company w.e.f. 1st April, 2015 (Refer Note: 32)

$ Each Preference Share is optionally convertible in10 Equity Shares of ` 10/- each fully paid-up on the expiry ofa period of 15 years from the date of allotment.

NOTE: 10B

OTHER INVESTMENTS: CURRENT

Debentures and Commercial Papers

Mahindra Worldcity Jaipur Limited 1,000,000 1,650 165.00 — —

AU Financiers (India) Limited 1,000,000 1,000 100.00 — —

Dalmia Cement Bharat Limited 1,000,000 1,000 100.00 — —

KKR Financial Services Private Limited 10,000,000 50 50.00 — —

Indiabulls Housing Finance Company 1,000,000 500 50.00 — —

Karvy Financial Services Private Limited(Commercial Papers) 500,000 — — 500 24.31

465.00 24.31

Mutual Funds 858.87 3,115.71

TOTAL CURRENT INVESTMENT 1,323.87 3,140.02

Aggregate Market Value of Quoted Investments 58.70 3.79

Aggregate Book Value of Quoted Investments 48.59 3.78

Aggregate Book Value of Unquoted Investments 1,275.28 3,136.24


Face Value Number 31st March, Number 31st March,2016 2015

CMYK

256



` in Crores


NOTE: 11A

ASSETS HELD TO COVER LINKED LIABILITIES OF LIFE INSURANCE BUSINESS: NON-CURRENT

Quoted

Investments in

Equity Instruments 8,671.32 11,251.04

Preference Shares 9.83 8.74

Government or Trust Securities 5,265.91 4,701.36

Debentures or Bonds 6,069.57 5,270.65

Mutual Funds 72.00 —

20,088.63 21,231.79


Debentures or Bonds — —


Other Current Assets

Interest Accrued on Investments 47.95 27.61

237.15 298.11

Total 20,325.78 21,529.90




NOTE: 11B

ASSETS HELD TO COVER LINKED LIABILITIES OF LIFE INSURANCE BUSINESS: CURRENT

Quoted

Investments in

Equity Instruments — 88.86


Debentures or Bonds 495.26 336.96


1,541.72 1,178.84


Others

Fixed Deposits 126.16 326.98

Collateralised Borrowings and Lending Obligations 107.50 102.66

Certificate of Deposits 750.26 568.84

Commercial Papers 113.88 126.45

Other Current Assets

Bank Balances 1.55 1.14

Interest Accrued on Investments 380.07 342.20

Dividend Receivables 2.58 0.91

Outstanding Contracts (9.38) 286.08

1,472.62 1,755.26

Total 3,014.34 2,934.10



Aggregate Book Value of Unquoted Investments 1,097.80 1,124.93

CMYK

257


Notes

` in Crores


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 16,999.13 8,853.52

Unsecured, Considered Good 1,321.27 569.56


Inter-Corporate Deposits


Loans against Insurance Policy (Secured, Considered Good) 47.50 37.86



Unsecured, Considered Doubtful — 0.15

Less: Provision for Doubtful — (0.15)

Advance Tax (Net of Provision) 188.54 92.11

MAT Credit Entitlement 286.15 135.98


Advance for Expenses, Materials, Employees and Others 215.83 161.53

19,616.25 11,071.44

NOTE: 12BSHORT-TERM LOANS AND ADVANCES(Unsecured, Considered Good, except otherwise stated)

Security Deposits





Loans and Advances of Financing Activities

Secured, Considered Good 5,715.40 5,401.21

Unsecured, Considered Good 2,714.93 2,260.00

Inter-Corporate Deposits


Loans against Insurance Policy (Secured, Considered Good) 0.34 0.01





Advance Tax (Net of Provision) 82.30 129.88

MAT Credit Entitlement 12.69 0.16


Advance for Expenses, Material, Employees and Others*




9,191.78 8,429.00

*Refer Note: 41(viii)

CMYK

258



` in Crores


NOTE: 13AOTHER NON-CURRENT ASSETSOther Bank Balances*

Bank Deposits with more than twelve months maturity 1.09 1.42

Interest Accrued on Loans and Advances, and Investments 27.06 14.35


Revenue Equalisation Reserve 6.48 10.67

Derivative Assets # 3.71 —

Others 24.01 —

62.94 27.06

*Amount held as Margin Money under lien to bank for issuing guarantee/to tax authority 0.01 0.54

*Lien Marked in favour of IRDA. 1.08 0.88

#This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging

NOTE: 13BOTHER CURRENT ASSETSReimbursement of Expenses Receivables 158.53 82.30

Fertiliser Bonds — 2.19

Unbilled Revenue 113.14 103.44

Interest Accrued on Loans and Advances, Investments and Fixed Deposits 541.88 300.96


Export Incentive Receivable 8.31 17.90

Less: Provision for Export Incentive Receivable (0.06) (0.06)

Others 35.56 75.45

879.92 602.52

NOTE: 14ASTOCK OF SECURITIES OF NBFC BUSINESS(Valued at Lower of Cost and Net Realisable Value)Details of Opening Stock, Purchases, Sales and Closing Stock in respect of

Trading in Securities of NBFC Business are as follows:

Stock of Securities

Opening 467.57 116.72

Purchase 6,912.33 7,985.10

Sales 7,059.77 7,639.37

Closing 330.20 467.57

NOTE: 14BINVENTORIES (Lower of Cost and Net Realisable Value)Raw Materials 246.33 323.38(Includes Goods-in-Transit `15.47 Crore (Previous Year: ` 21.79 Crore))

Work-in-Progress 103.80 124.18


Stock-in-Trade 24.59 782.30(Includes Goods-in-Transit ` Nil (Previous Year: ` 9.19 Crore))

Stores and Spares 95.99 113.66

(Includes Goods-in-Transit ` 2.13 Crore (Previous Year: ` 9.24 Crore))


Packing Materials 5.54 14.72

704.80 1,742.72

CMYK

259


Notes

` in Crores


NOTE: 15

TRADE RECEIVABLES

Due for period exceeding Six months from the due date of payment


Unsecured, Considered Good

(Includes subsidy receivables from Government of India

` 4.83 Crore (Previous Year: ` Nil)) 47.92 59.27



Others


Unsecured, Considered Good

(Includes subsidy receivables from Government of India

` 948.40 Crore (Previous Year: ` 1,110.40 Crore)) 1,680.67 2,213.42



1,886.72 2,397.96

NOTE: 16

CASH AND BANK BALANCES

Cash and Cash Equivalents

Balances with Banks

Current Accounts 218.14 256.17

Deposit Accounts (with original maturity period of three months or less) 472.86 670.68

Cash on Hand 22.64 26.64

Cheques/Drafts on Hand 68.14 95.63

(A) 781.78 1,049.12

Other Bank Balances

Deposit Accounts (with original maturity period of more than three months)# 105.97 77.02

Others

Unclaimed Dividend 3.60 3.30


(B) 109.85 80.60

(A) + (B) 891.63 1,129.72

Less: Bank Deposits with more than twelve months maturity

(transferred to Other Non-Current Assets) (Refer Note: 13A) 1.09 1.42

890.54 1,128.30

# Includes deposits placed under lien towards bank guarantees for

margins with exchange/banks 59.88 75.59

CMYK

260



` in Crores


NOTE: 17

REVENUE FROM OPERATIONS

A. SALE OF PRODUCTS

Manufactured 5,288.64 6,932.02

Traded 336.13 4,018.40

5,624.77 10,950.42

B. SALE OF SERVICES

Telecom Services 8,352.96 7,426.71

Life Insurance Premium 5,311.55 4,966.38

Other Financial Services 3,594.32 2,661.22

IT-ITES Services — 282.16

Other Services 7.16 7.65

17,265.99 15,344.12

C. OTHER OPERATING INCOME

Export Incentive 23.89 39.71

Scrap Sales 14.74 19.09

Discount Income — 14.88

Investment Income on Life Insurance Policyholders’ Fund 389.22 297.97

Miscellaneous Other Operating Income 5.24 29.40

433.09 401.05

Total A + B + C 23,323.85 26,695.59

NOTE: 18

OTHER INCOME

Interest Income on Investments

Current 20.75 0.50

Long-term 157.80 145.51

Interest Income - Others 68.31 57.57

Dividends Income on Investments

Current 2.56 3.14

Long-term 3.44 3.40

Net Gain on Sale of Investments

Current 89.36 146.02

Long-term 0.33 —

Other Non-Operating Income

Profit on Sale of Fixed Assets (Net) 5.65 10.67

General Contingency Provision written back (Refer Note: 1(II)(a)) 19.81 —

Others 46.95 34.29

414.96 401.10

NOTE: 19

COST OF MATERIALS CONSUMED

Raw Materials Consumed 2,833.11 3,194.53

Packing Materials Consumed 98.34 130.23

2,931.45 3,324.76

CMYK

261


Notes

` in Crores


NOTE: 20CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADEOpening Stocks





CER — 0.09

1,290.96 1,194.31

Less:

Closing Stocks





CER — —

356.94 1,290.96

Add/(Less):

Stock Transfer of Garment Business (1,000.71) —


Impact on Stake Change ß (0.68)

(69.06) (95.47)

Movement of (Increase)/Decrease in InventoriesFinished Goods (60.52) (12.15)

Stock-in-Trade (6.85) (76.84)

Work-in-Process 0.68 (7.17)

Waste/Scrap ß (0.57)

CER — 0.09


Impact on Stake Change ß (0.68)

NOTE: 21EMPLOYEE BENEFITS EXPENSESSalaries and Wages 1,654.34 2,147.37

Contribution to Provident and Other Funds (Refer Note: 34) 118.19 141.96

Expenses on Employee Stock Options Scheme (Refer Note: 35) 10.83 11.72

Expenses on Employee Stock Appreciation Rights (Refer Note: 35) 1.48 1.12

Staff Welfare Expenses 76.00 112.68

1,860.84 2,414.85

* ESOP charges are net of recovery of ` 1.40 Crore (Previous Year: ` Nil)

from ABFRL on account of demerger of Madura division (Refer Note: 32)

NOTE: 22CHANGE IN VALUATION OF LIABILITY IN RESPECT OFLIFE INSURANCE POLICIES IN FORCE(Released from)/Transfer to Fund for Future Appropriation (5.29) (54.86)

Change in Premium Discontinuance Fund (45.19) 422.42

Change in Valuation of Liability in respect of Life Insurance Policies 645.41 4,884.44

Investment (Income)/Loss on Life Insurance Policyholders’

Fund related to Linked Business (246.93) (5,008.30)

348.00 243.70

CMYK

262



` in Crores


NOTE: 23OTHER EXPENSESConsumption of Stores and Spares 178.62 173.73

Power and Fuel 1,227.11 1,412.48

Rent 243.30 843.02

Repairs and Maintenance of:

Buildings 18.14 16.61

Plant and Machinery 327.64 305.30

Others 63.59 119.82

Insurance 23.01 24.24

Rates and Taxes 54.93 74.42

Processing Charges 13.51 60.41

Passive Infrastructure Charges 611.48 533.23

Licence and WPC Charges 965.71 837.15

Roaming and Access Charges 1,080.38 1,120.84

Connectivity Charges 157.13 124.76

Subscriber Acquisition and Servicing Expenses 214.27 196.83

Commission to Selling Agents 647.62 826.40

Brokerage and Discounts 205.71 264.18

Advertisement and Sales Promotion Expenses 305.20 614.16

Transportation and Handling Charges 48.39 122.86

Store Security, Housekeeping and Other Expenses — 166.32

Distribution Expenses 40.31 59.70

Bad Debts and Provision for Bad and Doubtful Debts, and

Advances including Contingency Provision for Standard Assets of

NBFC (Refer Note: 1(II)(b)) 142.72 104.15

Travelling and Conveyance 102.42 149.51

Bank Charges 22.45 40.08

Foreign Exchange Loss (Net) 20.48 14.09

Information Technology Expenses 188.68 192.54

Miscellaneous Expenses 503.80 735.47

7,406.60 9,132.30

NOTE: 24DEPRECIATION AND AMORTISATION EXPENSESDepreciation of Tangible Assets 1,369.46 1,506.25

Amortisation of Intangible Assets 370.64 214.23

Less: Depreciation charged to General Reserve pursuant

to merger scheme by Joint Venture (13.24) (17.73)

1,726.86 1,702.75

NOTE: 25FINANCE COSTInterest Expenses* 2,292.92 1,728.15

Other Borrowing Costs 23.91 29.42

2,316.83 1,757.57

*Net of Interest Rebate Subsidy from Technology Upgradation Fund 7.49 9.94

*Net of Interest Capitalised 437.94 121.81

CMYK

263


Notes

NOTE: 26

CONTINGENT LIABILITIES NOT PROVIDED FOR

(a) Claims against the Group not acknowledged as Debts ` in Crores

Nature of Brief Description of Contingent Liability As at 31st As at 31stStatute March, 2016 March, 2015

Excise Duty, Various cases demanding duty for alleged wrong availment of 20.93 32.08

Central Excise benefit of exemption under Notification 38/2003-CE in respect of

Act, 1944 readymade garments, demand of differential excise duty on

processing of Yarn Cake into Cone, demand of non-inclusion of

Type Test Charges with the value of insulators, demand on reversal

of Cenvat Credit on sale of capital goods, reversal of credit on

inputs used for manufacturing dutiable and exempted goods, etc.

Customs Duty, Various cases pertaining to demand of non-fulfilment of 2.35 5.72

Customs Act, EXIM policy, differential duty on ENKA Tech Know-how, countervailing

1942 duty and additional duties on imports, supplementary Drawback claim, etc.

Sales Tax Demands raised by the VAT/Sales Tax authorities of few states on 60.89 37.87

Broadband Connectivity, SIM cards, etc., on which the Company has

already paid Service Tax, demand for telecom services included in the

definition of goods/services, demand of entertainment tax on revenue

from value added services.

Various cases in respect of demand for Short of Form H, I and C, 17.97 26.06

disallowance of input credit, tax demand on freight charges and on export

to Nepal.

Service Tax, Show Cause-cum-Demand Notice from Service Tax Authorities issued 369.17 113.34

Finance Act, for the AY 2007-08 to AY 2012-13 disputing Cenvat Credit eligibility

1994 on input services.

Demand, mainly on account of interpretation of Rule 6(3), denial of 170.74 93.88

Cenvat related to towers, shelters and OFC ducts, disallowance of

Cenvat allegedly not related to output service.

Disallowance of Cenvat Credit on input services and Service Tax 25.40 26.61

paid under reverse charge mechanism, rebate claim rejected.

Service Tax demands related to excess utilization of Cenvat against 39.82 39.82

liability on risk premium and payment of reimbursements to agents.

Various cases pertaining to disallowance of Cenvat Credit of 12.23 10.86

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.

Income-tax Act, Various Dept. appeals in ITAT, High Court on 14A disallowance, 82.38 70.05

1961 disallowance of additional depreciation, disallowance of depreciation

on goodwill and various matters.

Demand for non-deduction of TDS on purchase of shares of 102.12 102.12

Joint Venture Company u/s 201(1) & 201(1A).

The appeals, which are pending before various Appellate Authorities, 2,047.89 2,329.30

mainly on account of:

1. Disallowance of revenue share licencee, non-applicability of

TDS on pre-paid margin, interest on interest-free advances to

wholly owned subsidiaries.

2. Treating proceeds of CCPS as cash Credit.

3. Capital Gain on demerger of a telecom undrtaking.

4. Short-term capital gain on the fair valuation of investment in

JV done as per High Court approved scheme.

5. Demand on difference between revalued figure of Investment in

Indus held through a wholly owned subsidiary and book value of

PI assets transferred to step down subsidiary through High Court

approved scheme.

Various cases pertaining to demand in tax assessment for various years. 23.42 37.62

CMYK

264



` in Crores

Nature of Brief Description of Contingent Liability As at 31st As at 31stStatute March, 2016 March, 2015

Other Statutes Demand letter issued by UPSIDC for making payment of maintenance 26.26 22.84

charges on land allotted in 1983. The matter is currently pending before

the High Court, Lucknow.

Demand of water drawal charges by irrigation department. Matter 92.89 80.73

pending before the High Court, Gujarat.

Licensing Disputes. 709.51 826.88

Disputed matters with local Municipal Corporations, Electricity Boards, etc. 65.49 61.99

Letter of Comfort given to bank for third parties. 250.60 214.94

Repudiation of death claims and customer complaints. 22.14 26.32

Various cases pertaining to Industrial Disputes, Railways licence fee 60.69 92.70

demand, Textile Cess on readymade garments, claims made by

clients on sale of securities and other Civil cases.

Grand Total 4,202.89 4,251.73

b) Bills Discounted with Banks 52.00 51.11

c) 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 up to 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.

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 demand notices to various Mutual Funds, who are the beneficiaries in such trusts. The Birla

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 books

of account.

e) The Group’s share in certain disputed tax demand notices and show-cause notices relating to Direct and Indirect Tax matters

of Joint Venture of IDEA (IDEA’s JV) amounting to ̀ 51.14 Crore (Previous Year: ̀ 55.91 Crore) have neither been acknowledged

as claims 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 had 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, the Group’s share amounting to ` 85.86 Crore, and

— for spectrum beyond 4.4 Mhz in respective service areas effective 1st January, 2013, till expiry of the period as per

respective licences, the Group’s share amounting to ` 405.76 Crore.

In the opinion of IDEA, inter-alia, the above demands amount to alteration of financial terms of the licences issued in the

past. IDEA therefore petitioned the Hon’ble High Court of Bombay, where the matter was admitted and is currently sub-

judice. The Hon’ble High Court of Bombay has directed the DoT not to take any coercive action until the matter is further

heard. No effects have been given in the consolidated financial statements for the above.

g) As per the terms of the Stock Purchase Agreement (SPA) executed by ABNL IT & ITES (merged with the Company with effect

from 1st October, 2015 – Refer Note: 43) with a group of investors led by Capital Square Partners and CX Partners dated 30th

January, 2014, Amendment Agreement dated 30th April, 2014 and Amended and Restated Amendment Agreement dated

8th May, 2014, ABNL IT & ITES (now merged with the Company with effect from 1st October, 2015) for divestment of Aditya

Birla Minacs Worldwide Ltd. (ABMWL). ABNL IT & ITES (merged with the Company with effect from 1st October, 2015) has

indemnified the Purchaser in respect of litigation and other matters pertaining to the period prior to closing, including the cost

incurred towards settlement/defence for these litigation matters.

As per the terms of the SPA, there is a limit on the indemnity amount and the indemnity period, i.e., USD 6 Million and 3 years

from the date of closing, respectively. This limit, however, does not include (i) ownership of shares and assets; and (ii) tax

matters.

The details of Contingent Liability (included in Note 26 (a)) in respect of tax matters are given below:

Income tax matters: ` 1.68 Crore

Service tax matters: ` 25.40 Crore

CMYK

265


Notes

` in Crores


NOTE: 27

CAPITAL AND OTHER COMMITMENTS

a) Spectrum won in Auctions — 6,565.2

b) Estimated amount of Contracts remaining to be executed on

Capital Account and not provided for (Net of Advances) 918.07 1,159.47

c) Custom Duty on Capital Goods and Raw Materials Imported under Advance

Licensing/EPCG Scheme, against which export obligation is to be fulfilled 150.41 154.26

d) For commitment under lease contract Refer Note: 31.

e) For commitment under derivative contract Refer Note: 38.

f) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms contained

in their respective shareholder agreements. Non-disposal undertakings for IDEA and Aditya Birla Finance Limited (upto 26th

October, 2015), investments have also been provided to certain Banks for respective credit facilities extended by them.

Pursuant to the Shareholders’ Agreement entered into with Sun Life of Canada, the Company has, in respect of Birla Sun Life

Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirement prescribed

by the regulatory authority.

g) Aditya Birla Customer Services Ltd. (ABCSL), a subsidiary of the Company, has issued 0.001% Compulsorily Convertible

Preference Shares (CCPS) aggregating to ` 60 Crore to International Finance Corporation (IFC) vide Shareholders’

Agreement, dated 19th December, 2014, and Subscription Agreement dated 19th December, 2014 (SHA). Under the said

SHA, Aditya Birla Financial Services Ltd. (ABFSL), the Company’s subsidiary company and holding company of ABCSL, has

granted to IFC an option to sell the shares to ABFSL at fair valuation from the period beginning on the expiry of 60 months of

the subscription by IFC upto a maximum of 120 months from the date of subscription by IFC, in the event ABCSL or ABFSL

fails to provide an opportunity to IFC to exit from ABCSL within 60 months from the date of subscription by IFC in the form of

Listing, Secondary Sale or Acquisition, etc. In the event ABFSL fails to fulfil its obligation, the Company will be obligated to

fulfil this obligation.

h) Idea Cellular Limited (IDEA), a Joint Venture Company, to buy compulsorily convertible preference shares (CCPS) issued by

Aditya Birla Telecom Limited (ABTL), a subsidiary of the Company, from the holder at a mutually agreed consideration based

on the fair value, in the event the holder exercises exit rights. In case, the holder of CCPS exercises the right of conversion,

ABTL will issue equity shares equivalent to 30.3125% of its total Equity Share Capital.

NOTE: 28

EXCEPTIONAL ITEMS

It includes:

a) After the effectiveness of the Composite Scheme (Refer Note: 32), PFRL (now known as ABFRL) has ceased to be subsidiary

of the Company, accordingly, difference of ` 357.42 Crore between carrying amount of net assets and investment in PFRL,

has been recognised as an exceptional item on 1st April, 2015, in the Consolidated Financial Statements of the Company.

b) ` 50.00 Crore received towards facilitation for Development of distribution network for financial service business.

c) ` 6.44 Crore received by ABNL IT & ITES Limited (a subsidary company merged with the Company with effect from

1st October, 2015 – Refer Note: 33) towards deferred consideration in respect of transaction for divestment of Aditya Birla

Minacs Worldwide Limited (ABMWL). (Refer Note: 32 for disclosure as per Discontinuing operations)

d) Loss of ` 13.33 Crore (net of one-time fees) on divestment of Aditya Birla Minacs Worldwide Limited recognised during the

previous year. (Refer Note: 32 for disclosure as per Discontinuing operations).

CMYK

266



` in Crores


NOTE: 29

DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-20 –EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS

Earnings Per Share (EPS) is calculated as under:

Net Profit as per the Statement of Profit and Loss attributable to Owners 1,885.76 1,415.50

Less: Preference Dividend and Tax thereon — ß

Net Profit for EPS (A) 1,885.76 1,415.50

Weighted-Average Number of Equity Shares for calculation of Basic EPS (B) 130,168,028 130,111,149

Basic EPS (`) (A/B) 144.87 108.79

Weighted-Average Number of Equity Shares Outstanding 130,168,028 130,111,149

Add: Shares Held in Abeyance 41,323 41,323

Add: Dilutive Impact of Employee Stock Options 92,373 168,085

Weighted-Average Number of Equity Shares for calculation of Diluted EPS (C) 130,301,724 130,320,557

Diluted EPS (`) (A/C) 144.72 108.62

Nominal Value of Shares (`) 10.00 10.00

NOTE: 30DETAILS 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 these

Consolidated Financial Statements are given below:

` in Crores


EQUITY AND LIABILITIES

(A) Shareholders’ Funds

Share Capital - Preference 0.44 0.45

Reserves and Surplus 5,560.70 4,927.72

5,561.14 4,928.17

(B) Non-Current Liabilities

Long-term Borrowings 8,506.31 3,864.99

Deferred Tax Liabilities (Net) 714.44 442.65

Other Long-term Liabilities 761.58 224.24

Long-term Provisions 150.62 133.50

10,132.95 4,665.38

(C) Current Liabilities

Short-term Borrowings 382.78 48.26

Trade Payables 778.74 721.03

Other Current Liabilities 1,837.71 3,209.94

Short-term Provisions 99.45 70.33

3,098.68 4,049.56

CMYK

267


Notes

` in Crores


ASSETS(D) Non-Current Assets

Fixed Assets

Tangible Assets 5,650.49 4,961.52

Intangible Assets 10,236.49 3,311.64

Capital Work-in-Progress 1,418.61 1,196.64

17,305.59 9,469.80

Non-Current Investments 0.06 —

Long-term Loans and Advances 834.11 995.20

Other Non-Current Assets 6.48 10.66

18,146.24 10,475.66

(E) Current AssetsCurrent Investments 319.33 2,683.26

Inventories 24.78 16.54

Trade Receivables 161.61 125.01

Cash and Bank Balances 181.86 361.69

Short-term Loans and Advances 278.90 286.09

Other Current Assets 112.78 127.57

1,079.26 3,600.16

Contingent Liabilities 3,555.51 3,852.44

Capital Commitments 820.79 7,636.38

` in Crores

Year Ended Year EndedSTATEMENT OF PROFIT AND LOSS 31st March, 2016 31st March, 2015

Revenue from Operations 8,360.63 7,467.49

Other Income 68.73 126.71

Total Revenue 8,429.36 7,594.20

Expenses

Purchase of Stock-in-Trade 8.74 33.12

Changes in Inventories of Finished Goods, Work-in-Progress

and Stock-in-Trade (2.01) 1.33

Employee Benefits Expenses 386.19 362.25

Other Expenses 4,952.08 4,528.13

Total Expenses 5,345.00 4,924.83

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) 3,084.36 2,669.37

Depreciation and Amortisation Expenses 1,547.34 1,254.27

Finance Cost 437.76 247.75

Profit Before Exceptional Item and Tax 1,099.26 1,167.35

Exceptional Items — —

Profit Before Tax 1,099.26 1,167.35

Tax Expenses

— Current Tax 261.05 393.02

— MAT Credit (150.56) (0.99)

— Deferred Tax 272.18 19.64


CMYK

268



NOTE: 31

DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19 – LEASES IS AS UNDER:

` in Crores


A. Assets Taken on Lease:

i) Operating Lease Payment recognised in the Statement of Profit and Loss

Minimum Lease Rent 840.09 1,231.61

Contingent Lease Rent — 120.41

840.09 1,352.02

ii) The Group has taken certain Office Premises, switches and cell sites, Showrooms and Residential Houses on cancellable/

cancellable operating lease.

iii) The future minimum rental payable in respect of non-cancellable operating lease are as follows:


Not later than one year 691.36 751.21

Later than one year and not later than five years 1,933.49 2,147.02

Later than five years 938.58 1,372.92

3,563.43 4,271.15

iv) The Company has entered into finance lease arrangements for computer servers and softwares from a vendor.

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 3.85 3.04 0.81

(2.63) (2.10) (0.53)

b) Later than one year and not later than five years 5.61 4.87 0.74

(3.39) (2.94) (0.45)

Total 9.46 7.91 1.55(6.02) (5.04) (0.98)

Figures in brackets represent the corresponding amount of Previous Year.

B. Assets Given on Lease:

The Group has leased under operating lease arrangements certain Cell Sites and Optical Fibre Cables on Indefeasible

Rights of Use (IRU) basis, the gross block, accumulated depreciation and depreciation expense of the assets given on IRU

basis is not separately identifiable and, hence, not disclosed.

` in Crores


The future minimum lease rental in respect of above

Optical Fibre Cables lease is as follows:

Not later than one year 46.76 29.48

Later than one year and not later than five years 182.24 99.53

Later than five years 173.76 109.20

CMYK

269


Notes

NOTE: 32

DISCOUNTINUING OPERATIONSGarment Business

The Hon’ble High Court of Gujarat, vide its Order dated 23rd October, 2015, and the Hon’ble High Court of Bombay, vide its Order

dated 5th December, 2015, have approved the Composite Scheme of Arrangement between the Company with respect to its

branded apparel retailing division (Madura Garments), Madura Garments Lifestyle Retail Company Limited (MGLRCL) with re-

spect to its luxury branded apparel retailing division (Madura Lifestyle), Pantaloons Fashion & Retail Limited (PFRL) now known as

Aditya Birla Fashion and Retail Limited (ABFRL) and their respective shareholders and creditors under Sections 391 to 394 of the

Companies Act, 1956 [“the Composite Scheme”]. Pursuant to the Composite Scheme, Madura Garments and Madura Lifestyle

have been demerged from the respective companies and have been merged with ABFRL.

Eligible Shareholders of the Company have been allotted 26 new equity shares of ` 10 each of ABFRL for every 5 equity shares of

` 10 each held in the Company pursuant to demerger of Madura Garments. Shareholders of MGLRCL have been allotted 7 new

equity shares of ` 10 each of ABFRL for every 500 equity shares of ` 10 each held in MGLRCL and the preference shareholder of

MGLRCL has been allotted 1 new equity share of ` 10 each of ABFRL pursuant to demerger of Madura Lifestyle. The Composite

Scheme has been made effective on 9th January, 2016, with effect from the Appointed Date of 1st April, 2015.

The Record Date fixed for ascertaining the entitlement of the eligible shareholders of the Company for the allotment of ABFRL

shares was 21st January, 2016. After the effectiveness of the Composite Scheme and the allotment of shares by ABFRL, the

shareholding of the Company (directly and through other subsidiaries) in ABFRL is 9.1% and, hence, ABFRL has ceased to be

subsidiary of the Company.

As per the terms of Composite Scheme, excess of total Assets over total liabilities of Madura Garments demerged from the

Company aggregating ` 122.05 Crore has been debited to Capital Reserve and excess of total assets over total liabilities of

Madura Lifestyle of ` 24.35 Crore has been debited to Surplus in Profit and Loss.

After the effectiveness of the Composite Scheme, PFRL (now known as ABFRL) has ceased to be subsidiary of the Company,

accordingly, the difference of ` 357.42 Crore between carrying amount of net assets and investment in PFRL has been recognised

as an exceptional item on 1st April, 2015, in the Consolidated Financial Statements of the Company.

In view of the above, the figures for the previous periods are strictly not comparable.

The following Statement shows the revenue and expenses of Garment Business` in Crores


Revenue from Operations — 5,450.10

Less: Excise Duty — —

Net Revenue from Operations — 5,450.10


Total Revenue — 5,459.86

Expenses

Cost of Materials Consumed — 521.43

Purchase of Stock-in-Trade — 2,007.75

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade — (130.21)

Employee Benefits Expenses — 532.21

Other Expenses — 1,997.13


Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — 531.55Depreciation and Amortisation Expenses — 263.63


Profit/(Loss) Before Exceptional Item and Tax — 28.60

Exceptional Items – Gain/(Loss) 357.42 —

Profit Before Tax from Discontinued Operations 357.42 28.60

Tax Expenses/(Credit) of Discontinued Operations — 105.29

Profit for the Year 357.42 (76.69)

Profit/(Loss) Before Tax from Ordinary Activities of Discountinued Operations — 28.60

Profit/(Loss) on Sale of Asset Attributable to Discontinued Operation 357.42 —

Tax Expenses/(Credit) from Ordinary Activities of Discountinued Operations — 105.29

Profit/(Loss) for the Year 357.42 (76.69)

Minority Interest — (68.13)

Profit/(Loss) for the Year attributable to owners 357.42 (8.56)

CMYK

270



The carrying amount of the total assets and liabilities transferred are as follows: ` in Crores


Fixed Assets — 1,876.54


Inventories — 1,102.97



Deferred Tax Assets — 52.15


Borrowings pertaining to Garment Business — 1,798.31

Trade Payables — 1,234.80



The net cash flows attributable to the Garment Business are as follows: ` in Crores




Financing Activities — (113.96)

Net Cash Inflow/(Outflow) — (11.97)

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,

had approved the divestment of shares held by it in its IT-ITeS subsidiary, Aditya Birla Minacs Worldwide Limited, and had executed a

Share Purchase Agreement with a group of investors led by Capital Square Partners and CX Partners at an Enterprise Value 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, had been completed in the previous year. With this

divestment, Aditya Birla Minacs Worldwide Limited and its subsidiaries ceased to be subsidiaries of the Company, with effect from

9th May, 2014, and a loss of ̀ 13.33 Crore (Net off one-time fees) had been recognised as an exceptional item in the previous year.

In view of the above, the figures for the previous periods are strictly not comparable.

The following statement shows the revenue and expenses of IT & ITeS Business: ` in Crores


Revenue from Operations — 283.16


Total Revenue — 283.20

ExpensesEmployee Benefits Expenses — 205.36

Other Expenses — 83.51

Total Expenses — 288.87

Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — (5.67)Depreciation and Amortisation Expenses — 10.78


Profit Before Exceptional Item and Tax — (24.88)Exceptional Items – Gain/(Loss) — (13.33)

Profit Before Tax from Discontinued Operations — (38.21)Tax Expenses of Discontinued Operations — (2.17)

Profit for the Year — (36.04)

Profit/(Loss) Before Tax from Ordianry Activities of Discontinued Operations — (24.88)

Profit/(Loss) Before Tax from Sale of Assets Attributable to Discontinued Operations — (13.33)

Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations — (2.17)

Profit/(Loss) for the Year — (36.04)Minority Interest — (0.04)

Profit/(Loss) for the Year attributable to owners — (36.00)

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Notes

The carrying amount of the total assets and liabilities transferred are as follows:` in Crores

As at As at31st March, 2015 8th May, 2014

Fixed Assets — 916.91





Borrowings pertaining to IT&ITeS Business — 1,157.05

Trade Payables — 175.47


Deferred Tax Liability — 2.98


The net cash flows attributable to the IT & ITeS Business are as follows: ` in Crores




Financing Activities — 52.91

Foreign Exchange difference on translation of foreign currency cash and

cash equivalents — 0.33

Net Cash Inflow/(Outflow) — 37.42

Total amount relating to discountinued operations(Garment and IT & ITeS Business) included in the Statement of Profit and LossTotal Revenue — 5,743.06


Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT) — 525.88Depreciation and Amortisation Expenses — 274.41


Profit Before Exceptional Item and Tax — 3.72Exceptional Items – Gain/(Loss) 357.42 (13.33)

Profit Before Tax from Discontinued Operations 357.42 (9.61)Tax Expenses of Discontinued Operations — 103.12

Profit for the Year 357.42 (112.73)

Profit/(Loss) Before Tax from Ordianry Activities of Discontinued Operations — 3.72

Profit/(Loss) Before Tax from Sale of Assets Attributable to Discontinued Operations 357.42 (13.33)

Tax Expense/(Credit) from Ordinary Activities of Discontinued Operations — 103.12

Profit/(Loss) for the Year 357.42 (112.73)Minority Interest — (68.17)

Profit/(Loss) for the Year attributable to owners 357.42 (44.56)

NOTE: 33AMALGAMATION OF COMPANIES(a) The Hon’ble High Court of Gujarat at Ahmedabad, vide its Order dated 21st December, 2015, has approved the Scheme of

Amalgamation of remaining business of Madura Garments Lifestyle Retail Company Limited (MGLRCL) with Aditya Birla

Finance Limited (ABFL) (“the Scheme”). Pursuant to the Scheme, MGLRCL, being wholly owned subsidiary of the Company,

has been amalgamated with ABFL, wholly owned subsidiary of the Company w.e.f. 1st July, 2015, being the Appointed Date.

The effective date of the Scheme was 25th January, 2016, and the Record Date for allotment was 2nd February, 2016.

(b) Pursuant to the Scheme of Amalgamation (the Scheme) under Sections 391 to 394 of the Companies Act, 1956, ABNL IT &

ITES Limited (ABNL IT & ITES), Aditya Birla Minacs BPO Private Limited (ABMBPO) and Indigold Trade and Services Limited

(ITSL), wholly owned subsidiaries of the Company, have been merged with the Company with effect from 1st October, 2015

(the Appointed Date), pursuant to the Order passed by the Hon’ble High Court of Gujarat on 29th February, 2016.

The difference between the net book value, after adjusting reserves of ABNL IT & ITES, ABMBPO and ITSL, and the investment

already made in ABNL IT & ITES, ABMBPO and ITSL (which is now cancelled as per the Scheme), is charged to Capital

Reserve of ` 91.37 Crore.

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NOTE: 34RETIREMENT 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 Crores


Amounts recognised in the Balance Sheet in respect of GratuityPresent Value of the funded Defined Benefit Obligations at the end of the year 228.92 218.13

Fair Value of Plan Assets 179.04 189.58

Net Liability/(Asset) 49.88 28.55

Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of GratuityCurrent Service Cost 20.21 21.26


Expected Return on Plan Assets (13.79) (13.14)



Actual Return on Plan Assets:Expected Return on Plan Assets 13.79 13.14

Actuarial Gain/(Loss) on Plan Assets (2.18) 10.03

Actual Return on Plan Assets 11.61 23.17

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 218.13 184.07

Opening Transferrerd from Unfunded 0.34 —




Liability on Stake Change/Divestment of Subsidiaries/Joint Ventures/Demergers (26.79) (10.57)



Change in Fair Value of the Plan Assets:Opening Fair Value of the Plan Assets 189.58 164.63


Actuarial Gain/(Loss) (2.18) 10.03

Asset on Stake Change/Divestment of Subsidiaries/Joint Ventures/Demergers (26.76) (7.79)

Contributions by the Employer 21.22 26.55


Closing Fair Value of the Plan Assets 179.04 189.58

Investment Details of the Plan AssetsGovernment of India Securities 15% 20%

Corporate Bonds 0% 1%

Special Deposit Scheme 2% 2%

Insurer Managed Fund* 68% 63%

Others 15% 14%

Total 100% 100%

* included in the Fair Value of the Plan Assets, investment in Group’s ownfinancial instruments (funds of Birla Sun Life Insurance Company Limited) 108.76 96.65

There are no amounts included in the Fair Value of the Plan Assets for Property occupied by or other assets used by theGroup.

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Notes

` in Crores

Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March, 2016 2015 2014 2013 2012


Plan Assets 179.04 189.58 164.63 159.61 133.25

Surplus/(Deficit) (49.88) (28.55) (19.44) (23.90) (10.62)


Experience Adjustment on Plan Assets (2.18) 10.03 (3.93) 4.33 (1.79)

Expected Rate of Return on Assets is based on the average long-term rate of return expected on investments of the fundduring the estimated term of the obligations.


Principal Actuarial Assumptions at the Balance Sheet DateDiscount Rate 7.35% - 8.10% 7.80% - 8.00%

Estimated Rate of Return on Plan Assets 7.60% - 9.00% 8.00% - 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 Crores


Amounts recognised in the Balance Sheet in respect of GratuityPresent Value of the unfunded Defined Benefit Obligations at the end of the year 3.25 8.56

Amounts recognised in Employee Benefits Expenses in the Statement ofProfit and Loss in respect of GratuityCurrent Service Cost 0.69 1.35




Reconciliation of Present Value of the Obligations:Opening Defined Benefit Obligations 8.56 5.87




Liability in respect of Employees transferred from funded plan (0.34) —

Liability on Stake Change/Divestment of Subsidiaries/Joint Ventures/Demergers (6.89) (0.08)

Benefits Paid 0.93 (0.71)


` in Crores



Experience Adjustment on Plan Liabilities 0.05 0.40 0.05 0.08 ß

Principal Actuarial Assumptions at the Balance Sheet DateAs at As at


Discount Rate 7.60% - 8.10% 7.75% - 8.00%

c) The details of the Group’s Defined Benefit Plans in respect of Group owned Provident Fund Trust:` in Crores


Contribution to the Group-Owned Employees’ Provident Fund Trust 24.95 28.03

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 at31st March, 2016, and 31st March, 2015. 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 Crores


The details of the Plan Assets position as under:

Plan Assets at Fair Value 568.37 579.84

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 7.33% - 7.95% 7.82% - 7.90%

Discount Rate for the remaining term of maturity of Investment Portfolio 7.93% 7.87%

Guaranteed Interest Rate 8.80% 8.75%

d) Details of the Group’s Defined Benefit Plans in respect of Pension

(unfunded by the Group):

General Description of the Plan

In addition to contribution to the state managed pension plan, the Group provides pension to some employees, which is

discretionary in the nature. The quantum of pension depends on the cadre of the employee at the time of retirement.

` in Crores


Amounts recognised in the Balance Sheet in respect of Pension:

Present Value of unfunded Defined Benefit Obligations at the end of the year 6.72 6.62

Amounts recognised in Employee Benefits Expenses in theStatement of Profit and Loss in respect of Pension:



Net Pension Cost 1.29 1.53

Reconciliation of Present Value of the Obligations:

Opening Defined Benefit Obligations 6.62 6.27





Financial Assumptions at the Valuation DateDiscount Rate 7.80% 8.00%

` in Crores




` in Crores


e) Defined Contribution Plans –

Amount recognised as an expense and included in the Note: 21 as

“Contribution to Provident and Other Funds” 51.00 75.49

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Notes

Note: 35

DISCLOSURE UNDER EMPLOYEE STOCK OPTIONS SCHEME

(1) 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:


Particulars Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - V

No. of Options * 163,280 166,093 17,174 11,952 3,370

Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value

Vesting Plan Graded Graded Graded Graded GradedVesting - 25% Vesting - 25% Vesting - 25% Vesting - 25% Vesting - 25%

every year every year every year every year every year

Exercise Period 5 Years from 5 Years from 5 Years from 5 Years from 5 Years fromthe date of the date of the date of the date of the date of

Vesting Vesting Vesting Vesting Vesting

Grant Date 23.08.2007 25.01.2008 20.08.2010 08.09.2010 07.06.2011

Grant/Exercise Price (` Per Share) 1,180.00 1,802.00 687.00 697.00 748.00

Repricing of the Option on20th August, 2010 687.00 687.00 — — —

Market Price on the date of Grant of Option(` Per Share) 1,282.55 1,948.70 816.85 839.80 905.10

Market Price on the date of Repricing ofOption (` Per Share) 816.85 816.85 — — —


2015-16 2014-15


Price (`) Price (`)

Options Outstanding 62,331 687.00 to 691.14 116,235 687.00 to 689.80at the beginning of the year 748.00 748.00

Granted during the year — — — — — —

Exercised during the year 62,331 687.00 to 691.14 52,221 687.00 to 687.97748.00 697.00

Lapsed during the year — — — 1,683 697.00 to 697.00697.00

Options Outstanding at — — — 62,331 687.00 to 691.14the end of the year 748.00

Options Unvested at theend of the year — — — 843 — —

Options Exercisable at the — — — 61,488 687.00 to 690.36end of the year 748.00

* Includes 3,360 options granted to the employees of its Subsidiaries.

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.

Accordingly, ß {net of recovery of ̀ Nil from the subsidiaries} (Previous Year: ̀ 0.01 Crore net of recovery of ̀ Nil from the

subsidiaries) 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 ` 2,099.98 per

share (Previous Year: ` 1,494.92).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2016, is Nil

(Previous Year: 1.65 years).

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(iii) Fair Valuation:The fair value of the options used to compute proforma net profit and the 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 Option (`) 591.53 825.67 471.44 486.82 443.49


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.

(B) Under the Employee Stock Options Scheme-2013 (ESOS-2013), the Company has granted Options andRestricted Stock Units (RSUs) to the eligible employees of the Company. The details are as under:

(a) Stock Option:



No. of Options 104,272 16,239 35,060

Additional Options issued due to

the Scheme of Demerger 16,101 5,129 27,547


Vesting Plan - Original Options Graded Vesting - 25% Graded Vesting - 25% Graded Vesting - 25%


Vesting Plan - Additional Options Proportion and period Proportion and period Proportion and period

coterminous with the coterminous with the coterminous with the

vesting period of vesting period of vesting period of

original ESOP original ESOP original ESOP

Exercise Period 5 Years from the 5 Years from the 5 Years from the

date of Vesting date of Vesting date of Vesting

Grant Date 07.12.2013 29.01.2014 12.11.2014


Grant/Exercise Price (` Per Share) 1,239.80 1,053.85 1,726.95

Repricing of the Option on

31st March, 2016 (` Per Share) 694.30 590.15 967.10

Market Price on the date of Grant of

Original Option (` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date of Repricing

of Option/Grant of Additional Options

(` Per Share) 822.6 822.6 822.6

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Notes


2015-16 2014-15


Price (`) Price (`)


Additional Options issued due 48,777 590.15 to 837.41 — — —to the Scheme of Demerger 967.10







The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly, ` 0.59Crore has been charged to the current year Statement of Profit and Loss (Previous Year: ` Nil).For the option exercised during the period, the weighted-average share price at the exercise date was ` 2,123.14 per share(Previous Year: ` Nil).The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2016, is 5.92 years (PreviousYear: 6.62 years).

(iii) Fair Valuation:The fair value of the options used to compute proforma net profit and the 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:

Particulars On the Date of GrantTranche - I Tranche - II Tranche - III







Particulars On the Date of RepricingTranche - I Tranche - II Tranche - III






Incremental Fair Value (`) 186.60 201.11 142.80

Fair Valuation of Additional Options issued due to Demerger:

Particulars On the Date of Additional GrantTranche - I Tranche - II Tranche - III






# Expected Volatility is based on the Company’s stock price on NSE is based on the price data of previous years upto the

date of grant/reporting to commensurate with the expected term of the Option. However, in view of the Demerger, for the

changes in share prices of ABNL, the volatility was calculated separately upto the date of Demerger (pre-Demerger)

and from the date of the Demerger (post-Demerger), and thereafter the weighted-average of the same is taken.

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(b) Restricted Stock Units



No. of Options 101,731 9,567 12,630

Additional Options issued due to 11,139 5,320 10,092

the Scheme of Demerger


Vesting Plan Bullet Vesting-end of 3 Bullet Vesting-end of 3 Bullet Vesting-end of 3

years from the grant date years from the grant date years from the grant date

Vesting Plan - Additional RSUs Proportion and period Proportion and period Proportion and period



original RSU original RSU original RSU

Exercise Period 5 Years from the date 5 Years from the date 5 Years from the date

of Vesting of Vesting of Vesting

Grant Date 07.12.2013 29.01.2014 12.11.2014


Grant/Exercise Price (` Per Share) 10.00 10.00 10.00

Market Price on the date of Grant of

Original Option (` Per Share) 1,239.80 1,053.85 1,726.95

Market Price on the date of Additional

Options granted (` Per Share) 822.60 822.60 822.60


2015-16 2014-15


Price (`) Price (`)

Options Outstanding at thebeginning of the year 105,041 10.00 10.00 111,298 10.00 10.00

Additional Granted due tothe Scheme of Demerger 26,551 10.00 10.00 — — —

Granted during the year — — — 12,630 10.00 10.00

Exercised during the year — — — — — —

Lapsed during the year 15,882 10.00 10.00 18,887 10.00 10.00

Options Outstanding atthe end of the year 115,710 10.00 10.00 105,041 10.00 10.00

Options Unvested at theend of the year 115,710 — — 105,041 — —

Options Exercisable at theend of the year — — — — — —

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly,

` 2.85 Crore (net recovery of ` 1.40 Crore from ABFRL on account of ESOP option granted to demerged Madura

division), has been charged to the current year Statement of Profit and Loss (Previous Year: ` 3.76 Crore).

The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2016, is 5.89 years

(Previous Year: 6.82 years).

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Notes


The fair value of the options used to compute proforma net profit and the 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:







Weighted-average Fair Value per Option (`) 1,195.33 1,008.87 1,684.01


Fair Valuation for the Additional Shares Granted:








# Expected Volatility is based on the Company’s stock price on NSE is based on the price data of previous years upto

the date of grant/reporting to commensurate with the expected term of the Option. However, in view of the Demerger,

for the changes in share prices of ABNL, the volatility was calculated separately upto the date of Demerger (pre-

Demerger) and from the date of the Demerger (post-Demerger), and thereafter the weighted-average of the same is

taken.

(c) Stock Appreciation Rights (SARs):

(i) Scheme:


No. of Options 91,239 14,199 30,678

Additional Options issued due to 14,089 4,164 18,078

the Scheme of Demerger


Vesting Plan Graded Vesting - 25% Graded Vesting - 25% Graded Vesting - 25%


Vesting Plan - Additional Options Proportion and period Proportion and period Proportion and period



original SAR’s original SAR’s original SAR’s

Exercise Period 3 Years from the date 3 Years from the date 3 Years from the date

of Vesting or 6 years of Vesting or 6 years of Vesting or 6 years

from the date of grant, from the date of grant, from the date of grant,

whichever is earlier whichever is earlier whichever is earlier

Grant Date 07.12.2013 29.01.2014 12.11.2014

Grant Date of Additional 31.03.2016 31.03.2016 31.03.2016

Options issued

Grant Price (` Per Share) 1,239.80 1,053.85 1,726.95

Repricing of the Option on 694.30 590.15 967.10

31st March, 2016 (` Per Share)

Market Price on the date of Grant 1,239.80 1,053.85 1,726.95

of Options (` Per Share)

Market Price on the date of Repricing 822.60 822.60 822.60

of Option/Grant of Additional Options

(` Per Share)

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280




2015-16 2014-15


Price (`) Price (`)


Additional Options Granted 36,331 590.15 to 818.11 — — —due to the Scheme of Demerger 967.10






Options Exercisable at the 16,420 590.15 to 740.75 10,990 1,053.85 to 1,179.67

end of the year 967.09 1,239.80

The Stock Appreciation Right’s compensation cost is amortised on a straight-line basis over the total vesting period of

the options. Accordingly, ` 1.48 Crore (Previous Year: ` 1.50 Crore) has been charged to the current year Statement of

Profit and Loss.

The weighted-average remaining contractual life for the Stock Appreciation Right’s outstanding as at 31st March, 2016,

is 3.73 years (Previous Year: 4.35 years).


The fair value of the options used to compute proforma net profit and the earnings per share have been done by an

independent valuer using Black-Scholes Merton Formula. The key assumptions and the Fair Value are as under:








Fair Valuation of Additional Options:








# Expected Volatility is based on the Company’s stock price on NSE is based on the price data of previous years upto the

date of grant/reporting to commensurate with the expected term of the Option. However, in view of the Demerger, for the

changes in share prices of ABNL, the volatility was calculated separately upto the date of Demerger (pre-Demerger) and

from the date of the Demerger (post-Demerger), and thereafter the weighted-average of the same is taken.

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Notes

(2) OF SUBSIDIARY COMPANIES

(A) Aditya Birla Money Limited

Stock Options Granted under ABML – Employee Stock Options Scheme-2014

The objective of the Employee Stock Options Scheme is to attract and retain talent and align the interest of employees

with the Company as well as to motivate them to contribute to its growth and profitability.

In accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999, as amended by Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014 (hereinafter referred to as ‘SEBI ESOP Regulations’), and the Guidance Note on Accounting

for Employee Share-based Payments, the cost of equity-settled transactions is measured using the intrinsic value

method. The cumulative expense to be recognised for equity-settled transactions at each reporting date until the vesting

date will reflect the extent to which the vesting period has expired, and the Company’s best estimate of the number of

equity instruments that will ultimately vest. The expense or credit to be recognised in the Statement of Profit and Loss for

a period to represent the movement in cumulative expense recognised as at the beginning and end of that period and

is to be recognised in employee benefits expenses. However, there is no expense that is incurred during the year by the

Company for this purpose since the exercise price at which the options have been granted by the Company to the

eligible employees are at the market price of the Company. As per the ABML ESOP-2014, 25% of the stock options

granted got vested at the end of twelfth month from the date of grant of option but none of the employees exercised the

vested option till 31st March, 2016.

Stock Options Granted under ABML – Employee Stock Options Scheme-2014

In the previous year, the Company had formulated the ABML Employee Stock Options Scheme-2014 (ABML ESOP

Scheme-2014) with the approval of the shareholders at the Annual General Meeting, dated 9th September, 2014. The

Scheme provides that the total number of options granted thereunder will be 2,770,000 and to follow the Market Value

Method (Intrinsic Value) for valuation of the Options. Each option, on exercise, is convertible into one equity share of the

Company having face value of ` 1 each. Subsequently, the Nomination and Remuneration Committee of the Board of

Directors on 2nd December, 2014, has granted 2,509,341 stock options to its eligible employees under the ABML

ESOP Scheme-2014 at an exercise price of ` 34.25/-. The Exercise Price was based on the latest available closing

price, prior to 2nd December, 2014 (the date of grant by the Nomination and Remuneration Committee), on the recognised

stock exchanges on which the shares of the Company are listed with the highest trading volume.

Summary of Stock Options Granted under ABML ESOP Scheme-2014 is as under:

Options granted on 2nd December, 2014 2,509,341

Options Outstanding at the beginning of the year 2,448,901

No. of Options Granted during the year Nil

Method of Accounting Intrinsic Value

Vesting Plan 25% every year

Exercise Period Within 5 years from the date of vesting of respective options

Grant/Exercise Price (` per share) 34.25

Market price as on the date of grant 34.25 (previous day closing price on the recognised stock exchange)

Options forfeited/lapsed during the year 469,781 (due to resignation of employees)

Options exercised during the year Nil

Options exercisable at the end of the year 1,979,120

The vesting period in respect of the options granted under ABML ESOP Scheme-2014 is as follows:

Sr. No. Vesting Dates % of Options that shall vest

1 12 months from the date of grant 25% of the grant




No. of shares vested on 2nd December, 2015, is 612,225, and none of the employees has exercised the vested options.

The Company has granted options to the eligible employees at an exercise price of ` 34.25 per share being the latest

market price as per SEBI ESOP Regulations. In view of this, there being no intrinsic value (being the excess of the market

price of share under ESOP over the exercise price of the option), on the date of grant, the Company is not required to

account the accounting value of option as per SEBI ESOP Regulations.

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282



Fair Valuation:

The fair value of the options on the date of grant has been done by an independent valuer using Black-Scholes Merton

Formula.

The key assumptions are as under:

Risk-Free Interest Rate (%) 8.13

Expected Life (No. of years) 5

Expected Volatility (%) 54.26

Dividend Yield (%) Nil

The price of the underlying share in market at the time of option grant (`) 34.25

Weighted-average Fair Value (`) 19.28

(B) Aditya Birla Customer Services Limited

During the year, the Company had formulated the ABCSL Employee Stock Option Scheme-2015 (ABCSL ESOP

Scheme-2015) with the approval of the shareholders at the Annual General Meeting, dated 7th July, 2015. The objective

of the Employee Stock Options Scheme is to attract and retain talent and align the interest of employees with the Company

as well as to motivate them to contribute to its growth and profitability. In accordance with the Guidance Note on Accounting

for Employee Share-based Payments, the cost of equity-settle transactions is measured using Intrinsic Value method. The

cumulative expense to be recognised from equity-settled transactions at each reporting date until the vesting date will

reflect the extent to which the vesting period has expired, and the Company’s best estimate of the number of equity

instruments that will ultimately vest. The expense or credit to be recognised in the Statement of Profit and Loss for a period

to represent the movement in cumulative expense recognised at the beginning and end of that period and is to be

recognised in employee benefits expenses. However, there is no expense that is incurred during the year by the Company

for this purpose since the exercise price at which the options have been granted by the Company to the eligible employees

are at fair value of the Company and, further, the vesting of the options is due only in upcoming years.

ABCSL Employee Stock Option Scheme-2015 provides that the total number of options granted thereunder will be

1,134,853 equity shares and to follow the Intrinsic Value method for valuation of the Options. Each option, on exercise,

is convertible into one equity share of the Company having face value of ` 10 each. Subsequently, the Nomination and

Remuneration Committee of the Board of Directors on 4th September, 2015, has granted 900,618 stock options to its

eligible employees under the ABCSL ESOP Scheme-2015 at an exercise price of ` 89.00 each. The Exercise Price was

based on the fair value method arrived at as per valuation report issued by Independent Valuer.

Summary of Options Granted under ABCSL ESOP Scheme-2015 is as under:

Options Outstanding at the beginning of the year Nil

Number of Options Granted during the year 900,618

Method of Accounting Intrinsic value

Vesting Plan Bullet vesting on 31st March, 2018

Exercise Period Within 2 years from the date of vesting of

respective options

Grant Date 4th September, 2015

Grant/Exercise Price (` per share) 89.00

Market Price as on the date of grant NA

Options forfeited/lapsed/not opted for during the year 1,01,734

Options exercised during the year Nil

Options exercisable at the end of the year 798,884

The vesting period in respect of the options granted under ABCSL ESOP Scheme-2015 is as follows:

Vesting Dates % of options that shall vest

Options shall vest at one go-bullet vesting at 100% of the grant more specifically specified in

the end of March, 2018 or such time period the ESOP Scheme

may be determined by the Compensation Committee

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Notes

Fair Valuation:

The fair value of the options on the date of grant has been done by an independent valuer using Black-Scholes Merton

Formula.

The key assumptions are as under:

Expected Volatility (%) Nil

Risk-Free Rate 7.83

Exercise Price (`) 89.00

Expected Life (No. of years) 6

Dividend Yield (%) Nil

Option Fair Value (`) 20.74

3) OF THE JOINT VENTURE OF THE COMPANY

The Company has granted stock options under the Employee Stock Option Scheme (ESOS)-2006 and stock options as well

as Restricted Stock Units (RSUs) under ESOS-2013 to the eligible employees of the Company and its subsidiaries from time

to time. These Options would vest in 4 equal annual instalments after one year of the grant and the RSUs will vest after 3 years

from the date of grant. The maximum period for exercise of Options and RSUs is 5 years from the date of vesting. Each Option

and RSU when exercised would be converted into one fully paid-up equity share of `10/- of the Company. The Options

granted under ESOS-2006 and Options as well as RSUs granted under the ESOS-2013 scheme carry no rights to dividends

and no voting rights till the date of exercise. As at the end of the financial year, details of outstanding options are as follows:

Particulars As at March 31, 2016 As at March 31, 2015

No. of Weighted- No. of Weighted-Options average Options average

Exercise ExercisePrice (`) Price (`)

i) Options Granted under ESOS-2006

Options outstanding at the beginning of the year 4,851,573 51.74 7,344,086 51.06

Options granted during the year — — — —

Options forfeited/lapsed during the year 10,625 62.74 29,250 68.86

Options exercised during the year 2,136,095 50.67 2,453,513 49.53

Options expired during the year 23,812 49.64 9,750 45.55

Options outstanding at the end of the year 2,681,041 52.56 4,851,573 51.74

Options exercisable at the end of the year 2,681,041 52.56 4,851,573 51.74

Range of exercise price of outstanding options (`) 39.30 - 68.86 39.30 - 68.86

Remaining contractual life of outstanding options (years) 0.31 - 3.81 0.31 - 4.82

ii) Options Granted under ESOS-2013


Options granted during the year 1,048,615 117.55 559,677 150.10


Options exercised during the year 528,856 126.45 40,016 126.45

Options expired during the year — — — —


Options exercisable at the end of the year 8,622,110 126.83 4,494,393 126.45

Range of exercise price of outstanding options (`) 117.55 - 150.10 126.45 - 150.10


iii) RSUs Granted under ESOS-2013


Options granted during the year 476,851 10.00 254,499 10.00


Options exercised during the year — — — —

Options expired during the year — — — —


Options exercisable at the end of the year 41,422 10.00 — —

Range of exercise price of outstanding options (`) 10.00 10.00


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(B) Fair Valuation:

The fair value of each option is estimated using Black-Scholes Merton Formula on the date of grant/repricing based on

the following:

ESOS-2006Particulars On the Date of Grant On the Date of Repricing

Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - I Tranche - II

Expected Dividend Yield (%) Nil Nil Nil Nil Nil Nil

Expected 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 7.5 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-2013


Stock RSUs Stock RSUs Stock RSUsOptions Options Options

Excepted Dividend Yield (%) 0.24 0.24 0.40 0.40 0.51 0.51

Expected Life 6 years & 5 years & 6 years & 5 years & 6 years & 5 years &

6 months 6 months 6 months 6 months 6 months 6 months

Risk-Free Interest Rate (%) 8.81-8.95 8.91 8.04-8.06 8.05 7.42-7.66 7.60

Expected Volatility (%) 34.13-44.81 43.95 34.28-42.65 35.66 34.70-35.33 34.24

The Group 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 on the

fair value in accordance with Black-Scholes Merton Formula, the proforma amount of net profit and the earnings per

share of the Company would have been as under:

` in Crores

Particulars 2015-16 2014-15

Net Profit 1,885.76 1,415.50

Add: Compensation Cost as per Intrinsic Value 12.30 12.84

Less: Compensation Cost as per Fair Value 19.87 31.25

Adjusted Net Income 1,878.19 1,397.09

Weighted-average number of Basic Equity Shares Outstanding (In Nos.) 130,168,028 130,111,149

Weighted-average number of Diluted Equity Shares Outstanding (In Nos.) 130,301,724 130,320,557

Face Value of the Equity Share (In `) 10 10

Reported Earnings Per Share (EPS)

— Basic EPS (`) 144.87 108.79

— Diluted EPS (`) 144.72 108.62

Proforma Earnings Per Share (EPS)

— Basic EPS (`) 144.29 107.38

— Diluted EPS (`) 144.14 107.20

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Notes

NOTE: 36

DISCLOSURE IN RESPECT OF RELATED PARTIES PURSUANT TO ACCOUNTING STANDARD-18

1 List of Related Parties

Joint Ventures

IDEA Cellular Limited (IDEA)

Associates

Birla Securities Limited (BSL) (Upto November 13, 2014)

Key Management Personnel of the Company

Mr. Lalit Naik – Managing Director (Deputy Managing Director upto 30th June, 2014)

Mr. Sushil Agarwal – Whole-time Director (upto 30th June, 2015)

Dr. Rakesh Jain – Managing Director (Upto 30th June, 2014)

Enterprises having Common Key Management Personnel (KMP)Aditya Birla Science & Technology Company Private Limited (ABSTCPL) (Common KMP Mr. Lalit Naik) (w.e.f. 30th March,

2015, upto 30th March, 2016)

2 During the year, following transactions were carried out with the related parties:

` in Crores

Transaction/Nature of Relationship Joint Associates Key Enterprises Grand TotalVentures Management having

Personnel Common KeyManagement

Personnel(KMP)

Interest Received

ABSTCPL — — — 1.25 1.25

— — — (0.01) (0.01)

TOTAL — — — 1.25 1.25— — — (0.01) (0.01)

Contribution to Research and Development Institution

ABSTCPL — — — 1.10 1.10

— — — — —

TOTAL — — — 1.10 1.10— — — — —

Other Expenses

IDEA 2.71 — — — 2.71

(5.92) — — — (5.92)

TOTAL 2.71 — — — 2.71(5.92) — — — (5.92)

Managerial Remuneration Paid*

Mr. Lalit Naik — — 5.62 — 5.62

— — (5.49) — (5.49)

Mr. Sushil Agarwal — — 2.31 — 2.31

— — (3.94) — (3.94)

Dr. Rakesh Jain — — — — —

— — (6.72) — (6.72)

TOTAL — — 7.93 — 7.93— — (16.15) — (16.15)

Sale of Investments

BSL — — — — —

— (0.01) — — (0.01)

TOTAL — — — — —— (0.01) — — (0.01)

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Transaction/Nature of Relationship Joint Associates Key Enterprises Grand TotalVentures Management having

Personnel Common KeyManagement

Personnel(KMP)

Advance Given

Mr. Lalit Naik — — — — —

— — (0.19) — (0.19)

TOTAL — — — — —— — (0.19) — (0.19)

Advance Given Reveived Back

Mr. Lalit Naik — — 0.19 — 0.19

— — — — —

TOTAL — — 0.19 — 0.19— — — — —

Outstanding Balance as on 31st March

Amount Receivable — — — — —

— — (0.19) (14.19) (14.38)

Amount Payable 0.07 — — — 0.07

(0.67) — — — (0.67)

Investment Outstandings — — — — —

— — — (2.40) (2.40)

— 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, except to the extent of amount paid

to Dr. Rakesh Jain.

NOTE: 37

DISCLOSURE IN RESPECT CORPORATE SOCIAL RESPONSIBILITY UNDER SECTION 135 OF THE COMPANIES ACT,2013, AND RULES THEREON

The Group has incurred ` 18.29 Crore (Previous Year: ` 10.79 Crore) towards Corporate Social Responsibility activities

under Section 135 of the Companies Act and Rules thereon. It is included in different heads of expenses in the Statement of

Profit and Loss.

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Notes

NOTE: 38STATEMENT OF DERIVATIVES AND UNHEDGED FOREIGN CURRENCY EXPOSUREa) Derivatives: Outstanding at the Balance Sheet Date

Amount in Foreign CurrencyNature of Contract Foreign Option As at As at Purpose

Currency 31st March, 2016 31st March, 2015

Currency and Interest Rate Swap USD Buy 94,994,239 103,666,667 Hedging of Loan

Currency and Interest Rate Swap JPY Buy 1,269,834,749 2,307,300,000 Hedging of Loan

Forward Contracts USD Buy 156,038,105 221,150,622 Hedging PurposeSell 8,924,245 23,194,250

Forward Contracts EUR Buy 7,342,555 15,724,398 Hedging PurposeSell 2,235,341 3,524,110

Forward Contracts GBP Buy — 172,947 Hedging PurposeSell 1,207,490 1,577,166

Forward Contracts JPY Sell — 111,044,500 Hedding Purpose

Forward Contracts CNY Buy — 14,063,500 Hedging Purpose

Forward Contracts CHF Buy 27,208 — Hedging Purpose

Forward Contracts and USD Buy — 5,000,000 Hedging of LoanInterest Rate Swap

b) Foreign Currency Exposure which are not hedged


As at 31st March, 2016Trade Receivables USD 4,579,238 30.38

EUR 191,618 1.44GBP 345,721 3.29PHP 146 ßAED 118,012 0.21

KWD 558 0.01LKR 1,244,510 0.05THB 569,434 0.11TRY 61,389 0.14

Loans and Advances USD 975,350 6.47

Other Current Liabilities USD 1,153,783 7.65EUR 125 ß

Borrowings USD 110,200,409 730.99

Trade Payables USD 18,585,925 123.29EUR 1,727,917 12.98GBP 133,747 1.27AED 990 ßCAD 1,066,528 5.39


As at 31st March, 2015Trade Receivables USD 5,582,078 34.94

EUR 341,809 2.31GBP 34,272 0.32AED 118,201 0.21LKR 64,771 ßTBH 69,868 0.01TRY 5,530 0.01

Loans and Advances USD 11,545 0.07EUR 19,848 0.13JPY 1,181,846 0.06

Other Current Liabilities USD 401,398 2.51EUR 10,986 0.07

Borrowings USD 110,282,368 690.27

Trade Payables USD 16,395,348 102.62EUR 565,692 3.82GBP 220,204 2.04AUD 536,314 2.60AED 10,000 0.02CAD 1,000 ßHKD 4,000 ßKRW 140,000 ßMNT 175,000 ßSAR 1,000 ßSGD 3,000 0.01THB 10,000 ß

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NOTE: 39

SEGMENT DISCLOSURES

Segments 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:

SEGMENTS ACTIVITIES

Life Insurance Life Insurance Services

Other Financial ServicesAsset Management, Non-Bank Financial Services, Private Equity, Equity and

Commodity Broking, Wealth Management and General Insurance Advisory,

Health Insurance

Telecom Telecommunication Services

Branded Apparels and

Accessories (Refer Note: 32)Branded Apparels and Accessories

Textiles Linen Yarn and Fabric, Worsted Yarn and Wool Tops

Agri-Business Fertilisers, Agro-Chemicals and Seeds

Rayon Yarn Viscose Filament Yarn, Caustic Soda and Allied Chemicals

Insulators Insulators

IT-ITeS (Refer Note: 32) Business Process Outsourcing Services and Software Services

Others Solar Power Business

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 Crores

Segment Revenue For the Year Ended 31st March, 2016 For the Year Ended 31st March, 2015

External Inter- Total External Inter- TotalSegment Segment

Life Insurance 5,700.77 — 5,700.77 5,264.35 — 5,264.35

Other Financial Services 3,594.32 3.27 3,597.59 2,661.23 4.11 2,665.34

Telecom 8,360.63 — 8,360.63 7,467.49 — 7,467.49

Textiles 1,459.36 — 1,459.36 1,420.44 15.03 1,435.47

Agri-Business 2,497.88 — 2,497.88 2,557.38 — 2,557.38

Rayon 928.30 — 928.30 864.58 — 864.58

Insulators 580.91 — 580.91 547.78 — 547.78

Branded Apparels and

Accessories (Refer Note: 32) — — — 5,450.10 — 5,450.10

IT-ITeS (Refer Note: 32) — — — 282.16 1.00 283.16

Others 6.78 — 6.78 — — —

Total Segment 23,128.95 3.27 23,132.22 26,515.51 20.14 26,535.65

Eliminations 3.27 20.14

Total Revenue 23,128.95 26,515.51

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Notes

` in Crores

Segment Result (PBIT) For the Year Ended For the Year Ended31st March, 2016 31st March, 2015

Life Insurance 140.36 285.03

Other Financial Services 837.05 528.51

Telecom 1,484.18 1,305.10

Textiles 143.96 146.30

Agri-Business 176.27 115.89

Rayon 222.82 155.69


Branded Apparels and Accessories (Refer Note: 32) — 260.71

IT-ITeS (Refer Note: 32) — (16.45)

Others 0.74 —

Total Segment 3,101.48 2,857.27

Less: Finance Cost* 716.94 652.25

Add: Interest Income* 61.24 54.77

Add: Unallocable Income (net of unallocable expenses) 45.46 78.10

Profit Before Exceptional Items and Tax 2,491.24 2,337.89

Exceptional Items (Refer Note: 28) 413.86 (13.33)

Profit Before Tax 2,905.10 2,324.56

Tax Expenses 872.05 833.48

Profit Before Minority Interest 2,033.05 1,491.08

Minority Interest 147.29 75.58


* Finance Cost excludes finance Cost of ` 1,599.89 Crore (Previous Year: ` 1,105.32 Crore) and Interest Income excludes interest

income of ` 185.62 Crore (Previous Year: ` 148.81 Crore) on Financial Services Business, since it is considered as an expense

and income, respectively, for deriving Segment Result.

Information about Primary Business Segments ` in Crores

Other Information Carrying Amount of Carrying Amount of Segment Assets Segment Liabilities as on

(including Goodwill) as on

31st March, 31st March, 31st March, 31st March,2016 2015 2016 2015

Life Insurance 31,911.12 31,095.09 30,224.75 29,548.62

Other Financial Services 29,166.98 19,080.88 24,688.68 15,801.84

Telecom 20,403.39 13,041.72 2,220.26 1,908.69

Textiles 864.08 802.48 447.60 565.95

Agri-Business 1,749.63 1,772.62 224.87 132.04

Rayon 828.32 856.44 113.72 99.19

Insulators 487.44 551.95 86.49 96.77

Branded Apparels and Accessories

(Refer Note: 32) — 4,402.99 — 1,592.21

IT-ITeS (Refer Note: 32) — — — —

Others 6.01 — 6.78 —

Total Segment 85,416.97 71,604.17 58,013.15 49,745.31

Inter-Segment Eliminations (36.91) (43.22) (36.91) (43.22)

Unallocated Corporate Assets/Liabilities 3,308.14 4,045.86 15,319.78 12,231.69

Total Assets/Liabilities 88,688.20 75,606.81 73,296.02 61,933.78

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` in Crores

Other Information Cost incurred to AcquireSegment Fixed Assets Depreciation/Amortisation

(including CWIP and Capital for the Year EndedAdvance) for the Year Ended

31st March, 31st March, 31st March, 31st March,2016 2015 2016 2015

Life Insurance 43.19 30.02 27.41 19.02

Other Financial Services 50.28 36.35 32.92 37.70

Telecom 8,956.37 1,638.06 1,547.34 1,254.27

Textiles 25.01 40.47 30.04 28.03

Agri-Business 21.02 41.68 31.34 30.55

Rayon 42.92 43.27 39.66 38.50

Insulators 14.82 12.23 16.35 17.71

Branded Apparels and Accessories

(Refer Note: 32) — 211.57 — 263.63

IT-ITeS (Refer Note: 32) — 12.89 — 10.78

Others — — — —

Total Segment 9,153.61 2,066.54 1,725.06 1,700.19

Unallocated 8.53 0.45 1.80 2.56

Total 9,162.14 2,066.99 1,726.86 1,702.75

Information about Secondary Business Segments ` in Crores

For the Year Ended


Revenue by Geographical Market

In India 22,489.98 25,481.71

Outside India 638.97 1,033.80

Total 23,128.95 26,515.51

Carrying Amount of Segment Assets

In India 88,581.37 75,468.58

Outside India 106.83 138.23

Total 88,688.20 75,606.81

Cost incurred to acquire Segment Fixed Assets

In India 9,161.76 2,053.65

Outside India 0.38 13.34

Total 9,162.14 2,066.99

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Notes

NOTE: 40ADDITIONAL INFORMATION PURSUANT TO SCHEDULE III OF THE COMPANIES ACT, 2013, FOR CONSOLIDATED FINANCIALSTATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

` in Crores

Name of the Entity Net Assets* Net Assets* Share in Profit Share in Profitas on as on or Loss for the or Loss for the

31st March, 2016 31st March, 2015 Year Ended Year Ended 31st March, 2016 31st March, 2015

% of Amount % of Amount % of Amount % of AmountConso- Conso- Conso- Conso-lidated lidated lidated lidated

Net Net Profit and Profit andAssets Assets Loss Loss

HOLDING COMPANYAditya Birla Nuvo Limited 58.91% 8,559.22 66.20% 8,518.99 19.09% 360.02 37.28% 527.69

SUBSIDIARY COMPANIESAditya Birla Financial Services Limited 21.54% 3,129.71 17% 2,160.20 –0.03% (0.48) –3.43% (48.56)

Aditya Birla Capital Advisors Private Limited 0.21% 30.96 0.21% 26.44 0.24% 4.52 0.31% 4.44

Aditya Birla Customer Services Limutes –0.01% (0.97) 0.02% 2.67 –3.71% (70.00) –4.33% (61.35)

Aditya Birla Trustee Company Private Limited 0.00% 0.26 0.00% 0.23 0.00% 0.03 0.00% 0.04

ABCAP Trustee Company Private Limited(w.e.f. 25th March, 2016) 0.00% ß — — — — — —

Aditya Birla Money Limited 0.26% 37.17 0.28% 35.97 0.06% 1.20 0.50% 7.08

Aditya Birla Commodities Broking Limited 0.02% 3.26 0.01% 0.88 0.11% 2.13 –0.08% (1.18)

Aditya Birla Financial Shared Services Limited 0.00% 0.13 0.00% 0.20 0.00% (0.07) 0.01% 0.07

Aditya Birla Finance Limited 25.44% 3,695.80 20.09% 2,584.83 21.67% 408.60 19.12% 270.68

Aditya Birla Housing Finance Limited 1.41% 204.76 0.36% 45.78 –1.60% (30.22) –0.36% (5.13)

Aditya Birla Health Insurance Co. Limited(w.e.f. 22nd April, 2015) 0.02% 2.80 — — –0.81% (15.20) — —

Aditya Birla Insurance Brokers Limited 0.24% 34.40 0.25% 32.27 1.13% 21.30 1.24% 17.59

Aditya Birla Money Mart Limited –0.13% (18.27) –0.09% (11.46) –0.36% (6.81) 0.76% 10.76

Aditya Birla Money Insurance AdvisoryServices Limited –0.03% (3.97) –0.19% (24.01) –0.12% (2.28) –0.42% (5.98)

Birla Sun Life Asset ManagementCompany Limited 5.71% 830.16 4.82% 620.67 11.11% 209.49 8.93% 126.34

Birla Sun Life Trustee CompanyPrivate Limited 0.00% 0.51 0.00% 0.46 0.00% 0.05 0.01% 0.08

Birla Sun Life Insurance CompanyLimited 11.57% 1,681.57 11.98% 1,541.88 7.42% 140.00 20.16% 285.40

Birla Sun Life Pension ManagementLimited (w.e.f. 9th January, 2015) 0.18% 26.86 0.00% (0.32) 0.01% 0.23 –0.03% (0.37)

ABNL Investment Limited 0.18% 25.43 0.31% 40.30 0.12% 2.19 0.17% 2.47

Shaktiman Mega Food Park Private Limited 0.00% ß 0.00% ß 0.00% (0.01) –0.02% (0.35)

Aditya Birla Renewables Limited(w.e.f. 7th August, 2015) –0.01% (0.74) — — –0.05% (0.94) — —

Indigold Trade and Services Limited(Merged with the Companyw.e.f. 1st October, 2015) — — 8.94% 1,150.68 0.00% (0.04) –0.18% (2.56)

ABNL IT & ITES Limited (Merged withthe Company w.e.f. 1st October, 2015) — — 3.23% 415.38 –0.07% (1.35) –2.09% (29.65)

Madura Garments Lifestyle Retail CompanyLimited (Merged with Aditya BirlaFinance Limited w.e.f. 1st July, 2015) — — 0.61% 77.94 — — –1.84% (25.98)

Pantaloons Fashions & Retail Limited(Now known as Aditya Birla Fashion andRetail Limited) (ceased to subsidiaryw.e.f. 1st April, 2015) — — 2.69% 345.57 — — –16.12% (228.14)

Aditya Birla Minacs Worldwide Limited(upto 8th May, 2014) — — — — — — –0.32% (4.50)

Aditya Birla Minacs BPO Private Limited(Merged with the Company w.e.f.1st October, 2015) — — — 0.56 — — –0.02% (0.25)

Aditya Birla Securities Private Limited(Upto 10th September, 2014) — — — — — — 0.00% ß

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FOREIGN SUBSIDIARY COMPANIESAditya Birla Sun Life AMC Pte. Limited,Singapore 0.03% 4.69 0.02% 3.07 –0.35% (6.67) –0.39% (5.46)

Aditya Birla Sun Life AMC Limited, Dubai 0.04% 5.18 0.05% 5.85 –0.05% (1.00) –0.03% (0.36)

Birla Sun Life AMC (Mauritius) Limited 0.04% 5.37 0.03% 4.14 0.28% 5.22 0.35% 5.00

Aditya Vikram Global Trading HouseLimited (upto 29th September, 2014) — — — — — — 0.00% 0.02

Aditya Birla Minacs Philippines Inc.(upto 8th May, 2014) — — — — — — –0.01% (0.19)

AV Transworks Limited, Canada(upto 8th May, 2014) — — — — — — 0.00% 0.03

Aditya Birla Minacs Worldwide Inc.,Canada (upto 8th May, 2014) — — — — — — –0.67% (9.43)

Minacs Worldwide S.A. de C.V., Mexico(upto 8th May, 2014) — — — — — — 0.00% 0.01

The Minacs Group (USA) Inc.(upto 8th May, 2014) — — — — — — –0.52% (7.34)

Bureau Collections Recovery, LLC (USA)(upto 8th May, 2014) — — — — — — –0.02% (0.32)

Minacs Limited, UK (upto 8th May, 2014) — — — — — — 0.01% 0.11

Minacs Worldwide GmbH, Germany(upto 8th May, 2014) — — — — — — 0.01% 0.19

Minacs Kft., Hungary (upto 8th May, 2014) — — — — — — 0.00% 0.03

Aditya Birla Minacs BPO Limited, UK(upto 8th May, 2014) — — — — — — 0.00% (0.06)

Minority Interest –5.90% (857.45) –6.23% (801.83) –7.81% (147.29) –5.34% (75.58)

JOINT VENTUREIDEA Cellular Limited 41.25% 5,993.87 41.66% 5,360.88 38.00% 716.59 53.39% 755.68

ASSOCIATESBirla Securities Limited(Upto 14th November, 2015) — — — — — — — —

Consolidation Eliminations and Adjustments (8,861.12) (9,270.22) 296.55 (85.47)

TOTAL ATTRIBUTABLE TO OWNERS 14,529.59 12,868.00 1,885.76 1,415.50

Notes:* Net Assets = Total Assets – Total liabilities1. India Advantage Fund Limited (IAFL), wholly owned Subsidiary of Birla Sun Life Asset Management Company Limited, is a collective investment scheme

set-up as a fund in Mauritius with the status of a limited company under the Mauritius Companies Act. In terms of the constitution and private placementmemorandum, IAFL has classes of redeemable participating shares. Each class of participating shares has its own Balance Sheet and Statement ofProfit and Loss. The Profit/Loss of each such class belongs to the participating shareholders of that class. Birla Sun Life Asset Management CompanyLimited (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 the managementshareholders. The substance over form must prevail. Accordingly, the Group has not consolidated IAFL in the Consolidated Financial Statements.

2. Aditya Birla Sun Life AMC Pte. Limited, Singapore, has made investment in International Opportunities Fund. International Opportunities Fund SPC (IOF)is segregated portfolio company set-up as a fund in Cayman islands under the Cayman Islands Monetary Act. In terms of constitution and privateplacement memorandum, IOF has various segregated portfolio which issue redeemable participating shares. Each Segregated Portfolio of participatingshares has its own Balance Sheet and Profit and Loss. The profit/loss of each such Portfolio belongs to the participating shareholders of that segregatedportfolio. Aditya Birla Sun Life Asset Management Pte. Limited (ABSLAMC) owns 100% of the management share, and the management shareholder isnot entitled to any beneficial interest in the profit/loss of various segregated portfolios nor is required to make good any shortfall. In substance there areno direct or indirect economic benefits received by the management shareholders. The substance over form must prevail. Accordingly, the Group hasnot consolidated IOF in the Consolidated Financial Statement.

3. Aditya Birla Idea Payment Bank Limited – Refer Note 41 (iv).

` in Crores

Name of the Entity Net Assets* Net Assets* Share in Profit Share in Profitas on as on or Loss for the or Loss for the

31st March, 2016 31st March, 2015 Year Ended Year Ended 31st March, 2016 31st March, 2015

% of Amount % of Amount % of Amount % of AmountConso- Conso- Conso- Conso-lidated lidated lidated lidated

Net Net Profit and Profit andAssets Assets Loss Loss

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Notes

NOTE: 41

OTHER SIGNIFICANT NOTES

(i) The Group has a process whereby periodically all long-term contracts are assessed for material foreseeable losses. At the

year end, the Company has reviewed and ensured that adequate provision as required under any law/accounting standards

for material foreseeable losses on such long-term contracts has been made in the books of account.

(ii) The Group’s pending litigations comprise of claims by or against the Group primarily by the workers/employees/customers/

suppliers, etc., and proceedings, pending with tax and other government authorities. The Group has reviewed its pending

litigations and proceedings and has adequately provided for where Provisions are required and disclosed the contingent

liabilities where applicable, in its financial statements. The Group does not expect the outcome of these proceedings to have

a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial

outflow is probable, the Group has made adequate provision in the financial statements and appropriate disclosure for

contingent liabilities is given in Note 26.

(iii) In respect of Idea Cellular Limited (IDEA)

During the year, the Cable Modem Termination System (CMTS) Licences along with bundled spectrum, which were issued

twenty years back, expired on completion of the licensed tenure in the service areas of Maharashtra, Gujarat, Madhya

Pradesh, Andhra Pradesh, Kerala, Haryana and Uttar Pradesh (West). The Department of Telecommunications (DoT) had, in

the meanwhile, allotted the spectrum won by the successful bidders of the March 2015 auctions (including the Company) for

a period of twenty (20) years and linked the use of the allotted spectrum to the expiring dates of the bundled spectrum in the

service areas, where the initial licences were expiring as mentioned above. During the year, the Company had also obtained

the required authorisation for access services under Unified Licence (UL) which enabled it to use the allotted spectrum won,

thus shifting out from the earlier administered spectrum in all the above service areas seamlessly.

The Company has also launched its 3G services in the Kolkata service area and 4G LTE services in the ten service areas of

Maharashtra, Madhya Pradesh, Andhra Pradesh, Kerala, Karnataka, Punjab, Tamil Nadu, Haryana, Odisha and NESA using

the spectrum that it had additionally acquired during the February 14 and March 15 auctions.

The above has resulted in an addition to the Intangible Fixed Assets (including CWIP relating to the spectrum of Punjab and

Karnataka service areas whose CMTS licences along with bundled spectrum are expiring in April 2016). During the year, the

Group’s share of which amounts to ` 7,010.38 Crore along with the Deferred Payment Liability the Group’s Share of which

amounts to ̀ 5,211.30 Crore which is reflected under Long-term Borrowings. Also, deletions pertaining to the above mentioned

expired CMTS licences Group share of ` 375.72 Crore (Written-down Value ` NIL) have been recorded in Intangible Fixed

Assets.

(iv) The Company, jointly with Idea Cellular Limited (IDEA), has incorporated a new subsidiary, namely, “Aditya Birla Idea Payments

Bank Limited” (ABIPBL), wherein the Company holds 51% shares and the balance 49% shares are held by IDEA. ABIPBL has

been formed to set up a Payments Bank under the Guidelines for Licensing of Payments Banks issued on 27th November,

2014, by the Reserve Bank of India. First full financials of ABIPBL shall be prepared for the period ended 31st March, 2017,

hence the same has not been consolidated.

(v) In line with RBI regulations for Payments Bank, which do not permit co-existence of any Prepaid Payment Instrument (PPI)

issuer and a payment bank entity in the same group, the Board of Idea Mobile Commerce Services Limited (IMCSL) (wholly

owned subsidiary of IDEA) (current holder of a PPI authorisation from RBI) has given its approval to amalgamate IMCSL with

ABIPBL on a going-concern basis, subject to requisite approvals.

(vi) During the year, the Company has entered into an agreement with Sun Life of Canada, to sell 437,277,840 equity shares

constituting 23% of the issued and paid-up equity shares of Birla Sun Life Insurance Company Limited (BSLI).

With the regulatory approvals in place, from Insurance Regulatory and Development Authority of India (“IRDAI”), Foreign

Investment Promotion Board (“FIPB”) and Competition Commission of India (“CCI”), the transaction was consummated during

the second week of April 2016. The Company has received ` 1,664 Crore from stake sale, valuing BSLI at ` 7,234.79 Crore.

The Company continues to hold the controlling stake in BSLI at 51%.

(vii) During the year, the Company floated a new subsidiary, namely, Aditya Birla Renewables Limited, and entered into a definitive

Share Subscription and Shareholders Agreement (SSA) with AEIF Mauritius SPV1 Limited (AEIF), an affiliate of the Abraaj

Group, a leading investor operating in global growth markets, to build a large scale renewable energy platform focused on

developing utility-scale solar power plants in India. In accordance with the SSA, holding of the Company and AEIF is 51% and

49%, respectively. The same has been reported under “Others” of Segment Reporting.

(viii) Pursuant to a Share Purchase Agreement (‘SPA’) between the Company and Mr. Prataph C. Reddy and others (“Erstwhile

Promoters”), Aditya Birla Money Limited (ABML), a subsidiary of the Company, dated 28th August, 2008, the Company had

agreed to acquire 31 million equity shares in ABML. The transaction was completed on 6th March, 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

including, but not limited to the recoveries of receivables and other assets in the books of ABML, contingencies on tax and

related matters, etc.

Subsequent to the completion of the above transaction, the Company noted several breaches of representations and warranties

including, but not limited to non-recovery of debtors, irrecoverable advances, missing fixed assets, etc. Accordingly, the

Company, based on its internal assessment of the recoverability of receivables, fixed assets, other assets and matters

relating to tax and other contingencies, arrived at an amount of `16.66 Crore as losses incurred on account of breach of

representation warranties in the SPA. Further, the Company, vide its letter dated 5th March, 2011, made a separate claim of

` 0.52 Crore for amounts becoming due and payable on accounts of various cases initiated by the customers of the ABML.

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The Company invoked the arbitration mechanism and filed their Statement of Claim on 26th February, 2011, with the Arbitration

Tribunal.

Pending the final outcome of the arbitration proceedings, ABML has identified all such receivables, assets, etc., which have

not been recovered and other items, which are the subject matter of the claim, to the extent they are in the books of account

of the ABML as at 31st March, 2016, aggregating `18.66 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

the Erstwhile Promoters at the direction of the Company as and when the settlement happens.

Both parties completed filing of documents. On 4th July, 2012, a hearing was held and M/s. Delloitte Haskins & Sells were

asked to act as auditors by the Arbitrators with a mandate to submit a report on whether from an accounting perspective,

including the accounting treatment that has been given to the items set out in the Statement of Claim, the amounts as claimed

are correct as per accounting practice.

The arbitral tribunal then directed the Claimants and Respondents to file their objections, if any, to the audit report submitted

by M/s. Deloitte Haskins & Sells, and had also directed the Respondent to file their list of witnesses (if any) by the end of April

2013. 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 25th October, 2013, and written submissions were filed by

29th October, 2013. The tribunal has reserved the award.

During the previous year, Arbitral Tribunal has passed an award, allowing claim of ` 10.24 Crore, which excluded premature

claims pertaining to income tax, service tax, etc. Further, such award directed the Erstwhile Promoters to pay a sum of ` 5.73

Crore (being 56% of ` 10.23 Crore, as the Company has purchased only 56% of shares), along with interest @ 14% from the

date of award. This award was received by the Company on 27th May, 2014.

Subsequently, during the year both parties have filed petitions under Section 34 of the Arbitration and Conciliation Act, 1996,

seeking to set aside the award and the same are admitted and pending on the file of the High Court of Madras.

In respect of such receivables, which exclude premature claims pertaining to income tax, service tax, etc., the Company has

created adequate provision, which also includes claims not awarded by the Arbitral Tribunal to the extent of 44%. In respect

of tax claims, the Company has obtained favourable order for certain assessment years and is confident of recovering such

amount in due course. Such amounts are fully recoverable from the Income Tax Department.

Further, during the year, the Supreme Court dismissed the appeal filed by the Company against SAT order directing the

Company to pay a sum of ` 1.66 Crore together with interest thereon. Consequently, SEBI served a notice of demand on the

Company, seeking payment of a sum of ̀ 1.66 Crore towards turnover fee and a sum of ̀ 3.76 Crore towards interest thereon

from the respective due dates of payment of the said Turnover Fee.

As the erstwhile promoters have agreed to indemnify the Company to the extent of any losses resulting from or consequent

upon the civil appeal pending before the Supreme Court, vide Civil Appeal No. 3441/2007 in the SPA, the demand was

communicated to the erstwhile promoters, and the erstwhile promoters have paid the total turnover fee of ` 1.66 Crore to the

Company against the payment made by the Company to SEBI.

The request of the Company to SEBI seeking waiver of the interest was not considered favourably and the review petition filed

by the Company in the Supreme Court was also dismissed. In the meanwhile, SEBI issued a Recovery Certificate dated 12th

January, 2016, seeking to recover the interest amount and the Company remitted the above mentioned interest amount with

SEBI under intimation to erstwhile promoters.

Based on legal opinion received and internal assessment, the Company is confident of recovering the allowed claim through

the legal process.

(ix) The actuarial liabilities of Life Insurance Business are calculated in accordance with the accepted actuarial practice,

requirements of the Insurance Act, 1938, Regulations notified by the IRDA and Practice Standard prescribed by the Institute

of Actuaries of India.

(x) Figures of ` 50,000 or less have been denoted by ‘ß’.

(xi) Previous Year’s figures have been regrouped/rearranged, wherever necessary.








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Notes

SHAREHOLDERS ARE REQUESTED TO SUBMIT THIS FORM TO:

(In case shares are held in physical mode) (In case shares are held in demat mode)

Karvy Computershare Private Limited, (Name and address of Depository Participant)

(Unit: Aditya Birla Nuvo Limited) ..........................................................................

Karvy Selenium Tower B, Plot 31 – 32, ..........................................................................

Gachibowli, Financial District, ..........................................................................

Nanakramguda, Hyderabad – 500 032 ..........................................................................

Updation of Shareholder Information

I / We requested you to record the following information against my / our Folio No. / DP ID / Client ID :

General Information:

Folio No. /DP ID /Client ID:

Name of the first named Shareholder:

PAN:*

Tel No. with STD Code:

Mobile No.:

Email Id:

*Self attested copy of the document(s) enclosed

Bank Details:

IFSC:

(11 digit)

MICR:

(9 digit)

Bank A/c Type:

Bank A/c No.:*

Name of the Bank:

Bank Branch Address:

*A blank cancelled cheque is enclosed to enable verification of bank details

I /We hereby declare that the particulars given above are correct and complete. If the translation is delayed because

of incomplete or incorrect information, I /we would not hold the Company /RTA responsible. I /We understand that

the above details shall be maintained till I /we hold the securities under the above mentioned Folio No. /beneficiary

account.

Place :

Date : Signature of Sole /First holder

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Notes

NOTES

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NOTES

NUVOADITYA BIRLA NUVO LIMITED & ITS SUBSIDIARIES / JOINT VENTURES*

ADITYA BIRLA NUVO LIMITED : Agri, Viscose Filament Yarn, Caustic Soda and

Allied Chemicals, Insulators, Textiles

I) FINANCIAL SERVICES

� Birla Sun Life Insurance Company Limited : Life Insurance

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

� Aditya Birla Financial Services Limited (“ABFSL”) : Core Investment Company

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

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

� Aditya Birla Finance Limited : NBFC/ Fund Based Lending

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

� Aditya Birla Housing Finance Limited : Housing Finance

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

� Aditya Birla Money Limited : Equity Broking

� Aditya Birla Commodities Broking Limited : Commodities Broking

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

� Aditya Birla Money Mart Limited : Wealth Management & Distribution

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

� Birla Sun Life Asset Management Company Limited

� Birla Sun Life AMC (Mauritius) Limited

� Aditya Birla Sun Life AMC Limited, Dubai

� Aditya Birla Sun Life AMC Pte. Limited, Singapore : Asset Management

� International Opportunities Fund – SPC

� Global Clean Energy Fund – SPC

� India Advantage Fund Limited

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

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

� Aditya Birla Wellness Private Limited : Incentivised Wellness business (Proposed)

� ABCAP Trustee Company Private Limited

� Aditya Birla Idea Payments Bank Limited : Payments Bank (Proposed)

II) OTHERS

� ABNL Investment Limited

� Aditya Birla Renewables Limited : Solar Power

� Aditya Birla Solar Limited : Solar Power

� Shaktiman Mega Food Park Pvt. Ltd.

III) TELECOM (JOINT VENTURE)

� Idea Cellular Ltd. : Telecommunication Services

*As on 11th July, 2016

}

NUVO

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6Aditya Birla Nuvo Limited

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

Registered OfficeIndian Rayon Compound, Veraval – 362 266, GujaratTelephone : +91 2876 243257E-mail : [email protected]

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

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