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A D I T YA B I R L A N U V O L I M I T E D
ANNUAL REPORT 2014 -2015
NUVO
Aditya Birla Nuvo Limited
Corporate Finance Division
A-4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai 400 030.
Telephone +91 22 66525000, 24995000 Fax +91 22 66525821, 24995821
E-mail : nuvo.cfd@adityabirla.com, nuvo-investors@adityabirla.com
Registered Office & Investor Service Centre
Indian Rayon Compound, Veraval 362 266, Gujarat
Telephone +91 2876 245711, 248629/248495 Fax +91 2876 243220
Thomson Press
E-mail : abnlsecretarial@adityabirla.com
Website : www.adityabirlanuvo.com, www.adityabirla.com
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NUVO
ADITYA BIRLA NUVO LIMITED & ITS SUBSIDIARIES / JOINT VENTURES*
ADITYA BIRLA NUVO LIMITED : Fashion & Lifestyle, Manufacturing (Agri, Caustic Soda
and Allied Chemicals, Insulators, Viscose Filament
Yarn) Textile.
I) FINANCIAL SERVICES
Subsidiaries
I
Birla Sun Life Insurance Company Limited : Life Insurance
[JV with Sun Life Financial Inc of Canada]
G
Birla Sun Life Pension Management Limited : Management of Pension Fund under NPS Scheme
I
Aditya Birla Financial Services Limited (ABFSL)
(formerly Aditya Birla Financial Services Private Limited) : Core Investment Company
G
Aditya Birla Capital Advisors Private Limited : Private Equity Investment, Advisory & Management
Services
G Aditya Birla Customer Services Limited : Financial & IT enabled services
(formerly Aditya Birla Customer Services Private Limited)
G
Aditya Birla Finance Limited : NBFC/ Fund Based Lending
G
Aditya Birla Financial Shared Services Limited : Financial & IT enabled services
G
Aditya Birla Housing Finance Limited : Housing Finance
G Aditya Birla Insurance Brokers Limited : Composite Non-life Insurance Advisory & Broking
G Aditya Birla Money Limited : Equity Broking
Aditya Birla Commodities Broking Limited : Commodities Broking
G Aditya Birla Trustee Company Private Limited : Trustee of Private Equity Fund
G Aditya Birla Money Mart Limited : Wealth Management & Distribution
Aditya Birla Money Insurance Advisory Services Limited : Life Insurance Advisory- Corporate Agent
}
G Birla Sun Life Asset Management Company Limited
[JV with Sun Life Financial Inc of Canada]
Birla Sun Life AMC (Mauritius) Limited
Aditya Birla Sun Life AMC Limited, Dubai : Asset Management
Aditya Birla Sun Life AMC Pte. Limited, Singapore
!
International Opportunities Fund - SPC
(formerly known as Aditya Birla Sun Life - SPC :
India Advantage Fund Limited
G Birla Sun Life Trustee Company Private Limited : Trustee of Birla Sun Life Mutual Fund
[JV with Sun Life Financial Inc of Canada]
I
Aditya Birla Health Insurance Limited : Health Insurance (Proposed)
(Proposed JV with MMI Holdings Limited, South Africa)
THE CHAIRMANS LETTER TO SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Dear Shareholder,
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 THE CHAIRMANS LETTER TO SHAREHOLDERS
Financial Services
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THE CHAIRMANS LETTER TO SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 THE CHAIRMANS LETTER TO SHAREHOLDERS
Telecom
In the telecom sector, Idea continues to make waves. It has
maintained its enviable track record as the fastest growing
Indian mobile operator. Its performance has been splendid.
It delivered a 19% revenue growth at $ 5.3 billion
(` 31,527 Crore) with a 32% rise in EBIDTA at $ 1.9 billion
(` 11,281 Crore).
As many of you know, India is on the cusp of a digital
revolution. Internet is expected to pervade the lives of a billion
Indians in the next decade from a current low penetration of
20% online. From commerce to banking to entertainment to
health everything will go online. I believe, the mobile industry
has the onerous task to build the Indian Internet infrastructure
backbone. Idea is well poised to take advantage of this
megatrend to further accelerate its profitable growth. During
the last two spectrum auctions, Idea committed $ 6.8 billion
(` 41,000 Crore) increasing its spectrum portfolio to 270.7
MHz. Today, Idea has the ability to offer 3G services to 80%
of its own subscribers and 4G services to 60% of its
161 million subscribers base, besides offering Pan India
2G services.
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THE CHAIRMANS LETTER TO SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
To our teams
I would like to acknowledge the contribution of our teams in
India and across the world. I believe, it is our people, who
underpin everything else. They are the ultimate reason why
we meet with success, in the face of all odds, year after
year. Their commitment and dedication is beyond words.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 THE CHAIRMANS LETTER TO SHAREHOLDERS
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THE CHAIRMANS LETTER TO SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
In sum
We are gearing to ensure that we have the right talent at the
right time and at the right place for each of our businesses.
Additionally, enhancing customer centricity and excellence
capability by developing customer value propositions that are
unmatched, stepping up the focus on R&D to increase the
share of value-added products across businesses are our
focus areas. The thrust on digitisation across our business
processes and using analytics and big data continue. These
are our steps towards accelerating top-line and bottom-line
growth and enhancing stakeholder value.
Yours sincerely,
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RAYON
CHIEF FINANCIAL OFFICER Mr. Lalit Naik Business Director
Mrs. Pinky Mehta [w.e.f 1st July, 2015] Dr. Bir Kapoor President
ADITYA BIRLA FINANCIAL SERVICES Mr. Thomas Varghese Business Head (Textiles)
Mr. Ajay Srinivasan Chief Executive Officer Mr. Ashish Dikshit Business Head
(Madura Fashion & Lifestyle)
Mr. Pankaj Razdan Dy. Chief Executive Officer
MD & CEO, Birla Sun Life Mr. Shital Mehta Chief Executive Officer
Insurance Co. Ltd. (Pantaloons Fashion)
Mr. S. Krishnamoorthy President - Jaya Shree Textiles
AUDITORS SOLICITORS
Khimji Kunverji & Co. Cyril Amarchand Mangaldas, Advocates & Solicitors
S R B C & Co. LLP Mulla & Mulla and Craigie, Blunt & Caroe
Contents
Registered Office:
Indian Rayon Compound, Veraval - 362 266, Gujarat, India
Telephone + 91 2876 245711, 248629/248495 E-mail : abnlsecretarial@adityabirla.com
CIN: L17199GJ1956PLC001107
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Vision
To be a premium conglomerate building leadership in businesses
and creating value for all the stakeholders
Mission
Investing in the promising sectors
Building leadership in businesses
A platform to drive synergy of resources
Delivering best value to all the stakeholders
To be a responsible corporate citizen
Rayon*
NBFC (100%)^
Housing Finance (100%)^
^ $ @ #
*Represent Divisions Represent Subsidiaries Represent Joint Ventures JV with Sun Life Financial, Canada Listed
Note 1 : Percentage figures indicated above represent ABNLs shareholding in its Subsidiaries / JVs
Note 2 : Madura Fashion (A division of ABNL) and Madura Lifestyle (A branded apparel retailing division of Madura Garments Lifestyle
Retail Co. Ltd., a subsidiary of ABNL) are being demerged into Pantaloons Fashion & Retail Ltd., a listed subsidiary of ABNL, w.e.f.
1st April 2015, subject to statutory approvals. Refer page 30 for transaction details.
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A SNAPSHOT
Revenue EBITDA
(` Crore) (` Crore)
11%
GR
CA
%
25,490 25,892 26,516 37
GR 5,798
21,840
CA
4,927
18,188 4,137
15,523
14,331 3,247
2,687
1,686
867
2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15
Net Profit
(` Crore)
56% ) 1,416
AGR FY15
C 10-
(FY 1,143
1,059
890
822
155
-436
Divisions
Divisions Financial Services
Financial Services 17%
21% 28%
30% Fashion & Lifestyle2
9%
Fashion & Lifestyle2
21% Telecom Telecom
28% 46%
Note1 : Revenue and EBIT Mix are excluding IT-ITeS business which was divested w.e.f. 9th May 2014
Note2 : Madura Fashion (A division of ABNL) and Madura Lifestyle (A branded apparel retailing division of Madura Garments Lifestyle Retail Co.
Ltd., a subsidiary of ABNL) are being demerged into Pantaloons Fashion & Retail Ltd., a listed subsidiary of ABNL, w.e.f. 1st April 2015,
subject to statutory approvals. Refer page 30 for transaction details.
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2015
2014
2013
2012
2005-2011
2005/06
2000 2001 2003
Among the top 5 fund 6 th largest cellular Madura Fashion & Indias largest linen yarn
managers in India operator in the world in Lifestyle is the # 1 & fabric player.
terms of subscriber branded menswear
Diversified portfolio with base in a single country player in India 8 th largest Urea
10 lines of businesses manufacturer in India
3 rd largest telecom Pantaloons is the # 1
Managing assets worth service provider in India branded womenswear Among the top 2 VFY
USD 27.5 billion in terms of revenue retailer in India manufacturers in India
Lending book of USD 3 market share Indias largest & worlds
A large 10.8 million
billion Customer base of 157.8 loyalty customers base 4th largest manufacturer
million subscribers of insulators
Trusted by over 6 million Widest retail network in
customers the fashion space
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A SNAPSHOT
Standalone Net Debt Standalone Ratios
(` Crore)
Net Debt/Equity Net Debt/EBITDA
5.8
3,854
3,591 3,460 3,630 3,584
3,142 3,196
4.1
0.87 3.7
3.3 3.3
0.74 3.0
0.68 2.6
0.58
0.53
0.39 0.42
2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15
Standalone balance sheet has been the growth engine for ABNL & a platform to drive synergy of capital resources
Invested USD 1 billion to fund the growth capital requirements of its businesses over past six years
Driving strong growth across businesses while sustaining debt levels
Healthy financial position : Net Debt to EBITDA at 3.0x & Net Debt to Equity at 0.42x as on 31st March 2015
Contributed by strong cash flow from operations, dividend income, release of capital from divestment of
sub-scale businesses and funding support from the promoters.
Aditya Birla
Fashion & Retail
#1 Menswear player #1 Womenswear retailer
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Revenue
(` Crore)
1
Financial Services Telecom2
31,527
26,432
7,926
6,637 22,407
6,542
6,304 6,378
19,489
15,438
2010-11 2011-12 2012-13 2013-14 2014-15 2010-11 2011-12 2012-13 2013-14 2014-15
3
Fashion & Lifestyle 4
Divisions
5,450
4,759 5,405
5,300
4,979
3,802
4,301
2,243 3,101
1,811
2010-11 2011-12 2012-13 2013-14 2014-15 2010-11 2011-12 2012-13 2013-14 2014-15
Note1 : Including full figures of Asset Management business. As per AS-27, Asset Management business has been proportionately consolidated
at 50% in ABNL's financials, being a 50:50 Joint Venture till 9th October 2012. Thereafter, it is consolidated as a subsidiary since Aditya
Birla Financial Services holds 51% w.e.f. 10th October 2012.
Note2 : Full financial numbers of Idea Cellular. Being a Joint Venture, Idea Cellular has been consolidated at 27.02% from 12th August 2008 upto
1st March 2010, at ~ 25.3% till 10th June 2014, at 23.63% till 23rd July 2014 and at ~ 23.3% thereafter, as per AS-27.
Note3 : Represents Branded Apparels & Accessories (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Ltd.). In 2012-13, nine months
financials of Pantaloons are included pursuant to its acquisition, w.e.f. the appointed date 1st July 2012.
Note4 : Represents Jaya Shree, Agri, Rayon and Insulators businesses.
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A SNAPSHOT
EBITDA
(` Crore)
1 2
Financial Services Telecom
11,281
8,519
911
6,071
819 799
661 5,085
544
3,910
2010-11 2011-12 2012-13 2013-14 2014-15 2010-11 2011-12 2012-13 2013-14 2014-15
532
615
401 600
554
547
3125
519
196
136
2010-11 2011-12 2012-13 2013-14 2014-15 2010-11 2011-12 2012-13 2013-14 2014-15
Note1 : Including full figures of Asset Management business. As per AS27, Asset Management business has been proportionately consolidated at 50% in
ABNL's financials, being a 50:50 Joint Venture till 9th October 2012. Thereafter, it is consolidated as a subsidiary since Aditya Birla Financial Services
holds 51% w.e.f. 10th October 2012. Interest cost of NBFC business, being an operating expense as per AS17, is deducted from EBITDA.
Note2 : Full financial numbers of Idea Cellular. Being a Joint Venture, Idea Cellular has been consolidated at 27.02% from 12th August 2008 upto
1st March 2010, at ~ 25.3% till 10th June 2014, at 23.63% till 23rd July 2014 and at ~ 23.3% thereafter, as per AS-27.
Note3 : Represents Branded Apparels & Accessories (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Ltd.). In 2012-13, nine months
financials of Pantaloons are included pursuant to its acquisition, w.e.f. the appointed date 1st July 2012.
Note4 : Represents Jaya Shree, Agri, Rayon and Insulators businesses.
Note5 : Excluding one time investment income.
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FINANCIAL HIGHLIGHTS - CONSOLIDATED Aditya Birla Nuvo Limited - Annual Report 2014-2015
Note1: Financial Services include NBFC, Life Insurance, Asset Management, Housing Finance, Private Equity, Broking, Wealth Management, Online Money Management &
th
General Insurance Broking businesses. Asset Management business has been proportionately consolidated at 50% till 9 October 2012, being a 50:50 Joint Venture and
th
thereafter consolidated as subsidiary since Aditya Birla Financial Services holds 51% w.e.f. 10 October 2012.
Note2: Represents Branded Apparels & Accessories business (Madura Fashion & Lifestyle and Pantaloons Fashion & Retail Limited).
Note3 : Represents ABNLs share. Being a joint venture, Idea has been consolidated at 27.02% from 12th August 2008 upto 1st March 2010, at ~ 25.3% till 10th June 2014, at 23.63%
till 23rd July 2014 and at ~ 23.3% thereafter as per AS 27.
Note4 : ABNL IT & ITES Ltd., a wholly owned subsidiary of ABNL, divested Aditya Birla Minacs w.e.f. 9th May 2014
Note5 : Divisions include Jaya Shree, Agri, Rayon and Insulators. The Carbon Black division has been divested through slump sale w.e.f. 1st April 2013
Note6 : Exceptional Gain / (Loss) in 2014-15 represents loss of ` 13 Crore pertaining to the divestment of Minacs
Note7 : Cash Surplus & Current Investments include cash & bank balances and fertilisers bonds Note8 : Including Fund for Future Appropriations
Note9 : EBITDA less finance costs related to NBFC Note10 : Excluding finance costs related to NBFC
Note11 : Total Debt (excluding NBFC borrowings) less Cash Surplus & Current Investments Note12 : EBIT less finance costs related to NBFC
Note13 : Capital Employed excluding Life Insurance Policyholders Fund and NBFC borrowings Note14 : 1 USD = ` 60; 10 Million = 1 Crore
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 FINANCIAL HIGHLIGHTS - STANDALONE
FINANCIAL HIGHLIGHTS
EBITDA 198 1,186 1,246 1,116 1,050 960
Less : Finance Costs 44 263 267 360 313 271
Earnings before Depreciation and Tax 154 922 979 756 737 689
Less : Depreciation and Amortisation 32 189 199 219 203 194
Earnings before Tax and Exceptional Items 122 733 780 537 534 495
1
Add: Exceptional Gain/ (Loss) 24 (104)
Earnings before Tax 122 733 804 537 430 495
Less : Tax Expenses 34 205 130 114 85 115
Net Profit2 88 528 674 423 345 380
Less : Dividend (Including Corporate Tax on Dividend) 18 110 98 78 68 73
Retained Profit 70 418 576 345 277 307
Note1 : Book gain of ` 24 Crore has been recognized in 2013-14 w.r.t. the slump sale of the Carbon Black business w.e.f. 1st April 2013
Note2 : Net Profit in 2013-14 is higher by ` 209 Crore on account of one-off items being (a) book gain of ` 24 Crore and net tax credit of ` 41 Crore on
divestment of the Carbon Black business and (b) gain of ` 144 Crore on buyback of equity shares by Life Insurance subsidiary.
Note3 : Cash Surplus & Current Investments include cash & bank balances, fertilisers bonds and short term ICDs
Note4 : (EBIT excluding Dividend Income) / (Average Capital Employed less Long Term Investments)
Note5 : Total Debt less Cash Surplus & Current Investments
Note6 : 1 USD = ` 60; 10 Million = 1 Crore
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Indian Economy: Promising Outlook Aditya Birla Nuvo Limited: Progressing in line
with its vision and mission
Indias GDP is estimated to grow at 7.4% in fiscal
2014-15 vis--vis 6.9% recorded in the previous Aditya Birla Nuvo Limited (ABNL or the
year. There was a noteworthy improvement across Company), is a USD 4.4 billion conglomerate
various parameters. Control on price rise continued having a leadership position across its Financial
MANAGEMENT DISCUSSION AND ANALYSIS
and remarkable downfall in inflation was noted led Services, Fashion & Lifestyle, Telecom, Linen and
by benign global commodity prices. WPI inflation, Manufacturing businesses.
at -2.33% in March 2015, touched its lowest level
since past nine years. CPI inflation eased to 5.17% Guided by its vision To be a premium
in March 2015 after starting the year with 8.6% in conglomerate building leadership in businesses
April 2014. Year-on-year growth in Index of and creating value for all the stakeholders, ABNL
Industrial Production (IIP) was encouraging at 2.8% has transformed itself from a small manufacturing
compared to negative growth in the previous year. company in 2000 to become one of the largest
The moderation in inflation prompted the RBI to conglomerates in India today. During this
cut interest rates to spur economic growth. transformational journey, ABNL identified growth
The Consumer confidence index reported by opportunities in the promising sectors and invested
Nielson touched its 4-year high level. It rose from close to USD 2 billion to build and sustain its
121 in the fourth quarter of 2013-14 to 129 in the leadership position in these sectors.
third quarter of 2014-2015. Well recognised for its market leadership and cost
Structural reforms to boost investments remained management in the industrial businesses till late
high on the Governments agenda. It started with nineties, the Aditya Birla Group today has a
increasing FDI cap to 49% in defence production, successful and marked presence in the consumer
to 100% in railway infrastructure and then raising centric service sector space through ABNL. Having
FDI cap in insurance sector from 26% to 49%. The promoted and created more than 20 marquee
Government is expected to beat its fiscal deficit brands, ABNL, touches the lives of more than 160
target of 4.1% of GDP, supported by the coal and million Indians and meets their needs for life
spectrum auctions. The Indian Rupee remained assurance, investment, financing, fashion, digital
relatively stable and the Current Account Deficit communication and agri products.
(CAD) contracted.
During fiscal 2014-15, the Company continued to
With all the above positive indicators, the Indian
progress in line with its mission:
economy is becoming a favourable destination for
investment. Though the capex cycle and consumer Investing in the promising sectors
spend on the ground is yet to pick up, the Building leadership position in businesses
prospects of a stable macro-economic
environment has boosted foreign equity inflows in A platform to drive synergy of resources
the Country. Net equity inflows from Foreign Delivering best value to all the stakeholders
Institutional Investors (FIIs) grew by 33% to USD
To be a responsible corporate citizen
18 billion. Net equity inflows from mutual funds were
USD 6.9 billion as compared to net outflow of Investing in the promising sectors
USD 3.5 billion in the previous year.
ABNL augmented its bouquet of offerings in the
The World Bank and the International Monetary
Financial Services business with commencement
Fund forecast Indias GDP to grow at 7.5% in 2015
of Housing Finance business operations in October
to become the worlds fastest growing economy,
ahead of China. A stable government, RBIs 2014 under Aditya Birla Housing Finance Limited.
inflation focus and benign global commodity prices It has also signed an MoU in October 2014 with
are expected to be the key contributing factors. MMI Holdings Ltd., a leading South African
Furthermore, new initiatives viz. Make in India, Insurance based Financial Services Group, to enter
Digital India along with a host of financial inclusion the Health Insurance sector in India.
measures are expected to help accelerate Indias ABNL has also made an application to the RBI for
economic development. obtaining license for setting-up a Payments Bank,
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
in accordance with the Guidelines for Licensing Madura is the # 1 branded menswear
of Payments Bank issued by RBI on November player in India and Pantaloons is the # 1
27, 2014. As per the proposed structure, ABNL branded womenswear retailer in India.
will be the Promoter of the Payments Bank, holding
Trusted by a large 10.8 million loyalty
51% of its equity capital. Idea Cellular Limited
(Idea), an Aditya Birla Group Company, where customer base.
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Divisions (Jaya Shree, Agri, Rayon and Delivering best value to all the stakeholders
Insulators):
As a conglomerate, ABNL constantly evaluates its
Combined revenue at USD 901 million capital allocation strategy and reviews its business
(` 5,405 Crore) grew year-on-year by 9% portfolio, with the objective of delivering the best
and EBITDA at USD 102 million (` 615 value to all the stakeholders over the long run.
MANAGEMENT DISCUSSION AND ANALYSIS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Consolidated Earnings
4,137
18%
2%
1,416
1,143
1,059
24%
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
In the Telecom business, Idea Cellular share: ` 1,305 Crore) led by robust growth in
registered a 19% growth in the top-line at voice and data usage, scale benefits and cost
` 31,527 Crore (ABNLs share: ` 7,467 Crore). efficiency.
A strong 16% rise in total minutes of use, more
than 100% growth in data volumes and a Segment EBIT of Divisions, combined
3% higher average realisation per together, rose by 15% to ` 494 Crore. The
MANAGEMENT DISCUSSION AND ANALYSIS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Consolidated balance sheet Lending book of the NBFC and Housing Finance
businesses, combined together, has grown to
Net worth increased by ` 1,682 Crore to ` 12,871 Crore
` 17,700 Crore. Housing Finance business, which
mainly on account of profit earned during the year.
commenced its operations in October 2014, has a
Total debt (excluding borrowings related to NBFC lending book of ` 142 Crore as on 31st March 2015.
and Housing Finance businesses) increased from
Note1: Include cash, cheques in hand, remittances in transit, balances with banks, fertilisers bonds and current investments.
Note2: Total Debt (excluding NBFC borrowings) less Cash Surplus & Current Investments.
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
companies, non-banking financial companies, co- rural areas. Jan Dhan Yojana launched by Prime
operatives, pension funds, mutual funds and other Minister will be helpful in increasing the penetration
smaller financial entities. The financial sector in of financial services in country. Besides this,
India is predominantly a banking sector with favourable demographics viz., a large and
commercial banks accounting for more than 60% growing youth population, an expanding middle
of the total assets held by the financial system. class and rising per capita income, signal robust
Indias services sector has always served the long term growth prospects for Indias financial
countrys economy well, accounting for about 57% services sector.
of the gross domestic product (GDP).
Aditya Birla Financial Services (ABFS)
At close to 30%, India has the 2nd highest savings
rate as percentage of GDP among the top 10 In line with its vision, To be a leader and role model
largest economies in the world (Source: World in a broad based and integrated financial services
Bank). However, over 95% per cent of household business, Aditya Birla Financial Services has
savings are invested in bank deposits and only transformed itself into a significant non-bank
5% in other financial asset classes. Innovative and financial services player in India. ABFS has built a
customised products are expected to shift bank diversified portfolio with 10 lines of businesses
deposits to these asset classes. Two-thirds of including the planned foray in the health insurance
Indias population lives in rural areas where business. ABFS, through its wide ranging bouquet
financial services have made few inroads so far. of financial products and services, caters to the
Rural India, however, has seen steady rise in life assurance, investment, savings and financing
incomes creating an increasingly significant market needs of its customers across their lifecycles.
broking business
through acquisition
Foray in the Acquisition of of Apollo Sindhoori 2014
............................
NBFC business
.....................
schemes of Apple
2011-12
..........................
mutual fund
....................
2010-11
..........................
2008
2005
2001
..................
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
ABFS ranks among the top 5 fund managers in and investing in new lines of businesses. Major
India, excluding LIC, having USD 27.5 billion initiatives taken during 2014-15 are listed below:
worth of funds under management. It ranks among Foray into Housing Finance business in
the top 6 private life insurers in India in terms of October 2014.
AUM and new business market share. Its Asset
Acquisition of mutual fund schemes and
Management business is the 4th largest player in
(` Crore)
1
Aditya Birla Financial Services 2013-14 2014-15
Revenue
Aditya Birla Finance (NBFC) 1,201 1,776
Birla Sun Life Insurance 4,702 5,267
Birla Sun Life Asset Management 502 596
Aditya Birla Insurance Brokers 82 73
Aditya Birla Money (Broking) 75 119
Aditya Birla Money Mart (Wealth Management) 66 86
Aditya Birla Capital Advisors (Private Equity) 23 21
Others / (Elimination) (14) (13)
Total Revenue 6,637 7,926
2
EBITDA 799 911
Earnings Before Tax 727 849
Net Profit 584 638
Note 1 : Above financials include full financial figures of partly owned subsidiaries, viz., Life Insurance, Asset Management, Broking and General
Insurance Advisory.
Note 2 : Finance cost of NBFC business, being an operating expense as per AS-17, is deducted from EBITDA.
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
financial intermediaries has been well recognized Net Worth 1,769 2,585
owing to inherent ability to take quicker decisions, Borrowings 9,647 14,594
provide customised products and better services Leverage (times) 5.5 5.6
according to the needs of the clients. The share of
NBFCs has steadily grown from 10.7% of banking Performance Review
assets in 2009 to 14.3% in 2014, thus gaining Aditya Birla Finance Limited (ABFL) is one of Indias
systemic importance. On the assets side, the share pioneers and most reputed NBFCs. ABFL offers
of NBFCs assets as a proportion of GDP at current specialized solutions in areas of Mortgages,
market prices has increased steadily from 8.4% in Corporate Finance, Capital Market, Infrastructure
2006 to 12.5% in 2013.
Finance and Debt Syndication.
Due to subdued economic environment, the last two The lending book of ABFL grew year-on-year by
years have been challenging for the NBFC sector 52% to reach USD 3 billion (` 17,550 Crore) mark
with moderation in rate of asset growth and rising
as on 31 st March 2015. The Mortgages and
delinquencies resulting in higher provisioning,
Infrastructure segments were the largest
thereby impacting profitability. During the year, the
contributors to the growth, followed by Corporate
Reserve Bank of India (RBI) has tightened rules for
Finance and Capital market segments.
NBFCs, by raising capital adequacy requirement
Mortgages book crossed ` 5,000 Crore,
and net owned fund limit, among other regulatory
changes. attaining a growth of 71% over the previous year.
Lending book in Infrastructure Finance, Corporate
In a major positive development for the industry, finance and Capital market segments surged by
NBFC with the assets of ` 500 Crore and above 59%, 48% and 30% respectively to cross
have been allowed to use the Securitisation and ` 4,000 Crore each.
Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 ABFL has built a well diversified portfolio for
(SARFAESI) to recover their NPAs without court sustainable growth. The loan book has
intervention. SARFAESI would go a long way expanded at a robust CAGR of 75% over past
towards creating a level playing field for NBFCs. 4 years. Revenue has grown by 74%, Net Profit
Reduction in lending rate by RBI will also be helpful by 64% and Net Worth by 51% during
for the industry. this period.
Aditya Birla Finance : Book Size Break-up of Lending book as on 31st March 2015
(` Crore)
~17,550
Infra
Financing Mortgages
% ~11,550 23% 29%
5
G R7
CA
~8,000
Others
Corporate 1%
Finance
~3,425
23% Capital Market
~1,850 24%
March 2011 March 2012 March 2013 March 2014 March 2015
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
31%
29%
2010-11 2011-12 2012-13 2013-14 2014-15 2010-11 2011-12 2012-13 2013-14 2014-15
The sound growth in loan book has been Corporate Finance solutions cater to the needs of
accompanied by strong credit appraisal and risk SMEs, mid and large corporates through Term
management practices. As on 31st March 2015, Loans (51%), Working Capital Demand Loans
ABFL had a healthy loan book with Gross NPA (23%), Vendor Financing (22%) and Bill
(Non-Performing Asset) ratio of 0.90% (Previous Discounting (4%). The number of accounts in this
Year: 1.29%) and Net NPA ratio of 0.32% (Previous segment has grown more than 4 times over the
Year: 0.58%). NPA provisioning norms at ABFL are past four years.
more stringent than RBI norms for NBFCs.
As on 31st March 2015, provision made by ABFL Infrastructure Finance provides project and
in excess of RBI norms was ` 49 Crore. structured funding to infrastructure and other
emerging sectors. Commenced in 2011, the
The Mortgages book comprises of loan against
lending book in this segment has grown multi-fold
property (43%), lease rental discounting (34%),
into a well diversified portfolio across products and
construction finance (16%) and commercial
sectors; with project finance and corporate loans
purchases (7%). Commenced in 2011, it has
accounting for 50% and 28% of the segment loan
become the largest component of ABFLs loan book.
book respectively.
Almost 100% of the loan book is secured with Nil
NPA. ABFL is focusing on expanding its retail During 2014-15, revenue of ABFL soared by 48%
footprint to support future growth in this segment. from ` 1,201 Crore to ` 1,776 Crore, driven by
Currently 30% of mortgage loan book is retail. strong growth in the lending book and fee based
The Capital Market book comprises of Promoter income. Its earnings before tax rose by 63% from
Funding (35%), Loan against Bonds (11%), Broker ` 251 Crore to ` 411 Crore. Growth in lending book
Funding (21%) and Retail Lending (33%). and improved opex ratio contributed. Net profit
Securities based lending market size has doubled surged by 63% from ` 166 Crore to ` 271 Crore.
in 4 years. ABFL has improved its market ranking Return on average Equity expanded by 150 basis
in this segment from #6 in 2011 to #1 in 2014 and points to 14.6% and Return on average Assets
has doubled its market share during this period. enhanced by 15 basis points to 2%.
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
With a focus on retail footprint expansion, ABFL A sum of ` 40 Crore was infused during the year
has expanded its branch network from 18 cities to to fund the growth capital requirement.
21 cities. ABFL is targeting to expand its reach to ABHFLs lending book as on 31st March 2015
30 cities in next two years and deepen its was ` 142 Crore with 109 customers on board.
penetration in current and new geographies with
Having footprint across 15 cities currently,
MANAGEMENT DISCUSSION AND ANALYSIS
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Life Insurance (Birla Sun Life Insurance Life new business1, private life insurers grew by
Company Limited) 16%, while LIC declined by 26%. (Source: IRDAI,
www.irda.gov.in).
Industry Overview
The Indian Life insurance industry currently The private sectors new business growth was
mainly driven by players having large private banks
comprises 23 private life insurers and one
24,775
22,929 5,885
Non 5,677
21,110 62% 5,216 5,233
19,760 Equity 4,833
1926
2,080
1837 1938 New Business
1697
Premium
March 2011 March 2012 March 2013 March 2014 March 2015 2010-11 2011-12 2012-13 2013-14 2014-15
( ` Crore)
Birla Sun Life Insurance 2013-14 2014-15
Individual First Year Premium 879 761
Group First Year Premium 818 1,177
First Year Premium 1,697 1,938
Renewal Premium 3,136 3,295
Premium Income (Gross) 4,833 5,233
Less: Reinsurance Ceded and Service Tax (307) (267)
Premium Income (Net) 4,526 4,966
Other Operating Income 176 301
Revenue 4,702 5,267
Earnings Before Tax 371 285
Net Profit 371 285
Assets Under Management (AUM) 24,775 30,185
Net Worth 1,257 1,542
Note1: Weighted new business premium = 100% of regular first year premium + 10% of single premium (Source: IRDAI, www.irda.gov.in)
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
In a major positive development for the insurance 2013-14 @ 3.7% of paid up share capital. ABNL
industry, the Government of India has increased received ` 52 Crore for its 74% shareholding.
FDI limit in the insurance sector from 26% to 49%. BSLI has a balanced mix of ULIP, Non Par
This is expected to strengthen the financial Traditional and Par Traditional Products to meet
standing of the industry and help in bringing foreign multiple customer needs across different
capital and global best-practices. segments. During the year under review, BSLI
MANAGEMENT DISCUSSION AND ANALYSIS
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Asset Management (Birla Sun Life Asset offering wealth creation solutions to its customers.
Management Company Limited) During the year, BSAMC outperformed the industry
and registered 35% year-on-year growth in domestic
Industry Overview
AAUM1 third highest among the top 10 players.
The Indian mutual fund industry comprises 43 BSAMC maintained its market positioning in India
asset management companies. The top 10 asset as the 4th largest asset management company,
Market Share in terms of quarterly average AUM Growth in BSAMCs Total AAUM1
(Q4 FY 2014-15) (` Crore) 133,634
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
corpus in Anupam Industries, Bombay Stock The product mix in equities market continued to
Exchange, Credit Analysis and Research Ltd., GEI favour the low yielding derivative segment. The
Industrial Systems, Alphion India Pvt. Ltd., Trimax share of derivatives in fiscal 2014-15 stood at
IT Infrastructure & Services Ltd., Ratnakar Bank around 91%. The daily cash volumes grew by 59%
Ltd., Coffee Day Resorts Pvt. Ltd., City Union Bank to ` 21,343 Crore, while the daily derivatives
Ltd., Indian Energy Exchange Ltd., CIBIL and volumes grew by 48% to ` 229,077 Crore. The daily
27
CMYK
MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Wealth Management (Aditya Birla Money Mart Online Money Management (MyUniverse)
Limited)
Within three years of its launch in June 2012, Aditya
Industry Overview Birla Money MyUniverse has become Indias
largest online personal finance management portal
While there are a few large wealth management
enjoying the trust of over 1.5 million registered
MANAGEMENT DISCUSSION AND ANALYSIS
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Fashion & Lifestyle (Branded Apparels & division of Madura Coats Limited, a subsidiary
Accessories) of Coats Viyella PLC, UK. Post acquisition, the
business transitioned from a wholesale player
ABNLs Fashion & Lifestyle business is the largest
branded apparel player in India, selling two to a retail player and started expanding its retail
branded apparels every second. It comprises of channel through opening up of exclusive brand
outlets. Led by the retail expansion and
Brand Positioning
Fashion & Lifestyle : Retail Stores Network
EBOs / Stores Carpet Area
Luxury (Million Sq Ft)
4.8
Super
4.2
Premium 3.6 1,869
1.6
1.3
Premium 1,648
1,367
1,129
Sub 895
Premium
Fast
Fashion
March 2011 March 2012 March 2013 March 2014 March 2015
Mass
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Unlocking full potential (2014 onwards): 2 Madura Lifestyle, a luxury branded apparel
retailing division of MGLRCL.
The business transformation begun at Pantaloons,
after it came into the Aditya Birla Groups fold, has The Boards have approved the following swap ratio
nearly completed. Today Pantaloons is Indias #1 recommended by the independent valuers:-
branded womenswear retailer and Madura is #1
MANAGEMENT DISCUSSION AND ANALYSIS
Public
9.06%$
100%$ 72.62%$ 27.38%
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
32
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Telecom (Idea Cellular Limited) top 3 operators in India. Ideas Pan India revenue
market share 1 during the quarter ended
Industry Overview 31st December rose year-on-year from 16.1% in
The mobile telecommunications industry in India 2013 to 17.5% in 2014. Idea Cellular has been the
is divided into 22 Service Areas. Total wireless biggest revenue market share gainer in India
between 2009 and 2014.
Indian Wireless Sector: Revenue Market Share1 Idea Cellular: Revenue Market Share1
(January-December 2014)
Airtel
30.7% 17.5%
Others
Vodafone 16.1%
3.7%
23.3% 14.8%
Aircel 14.4%
5.6% 13.3%
BSNL
& MTNL
5.8%
Tata
7.0% Reliance Idea Cellular
6.7% 17.1% Q3 FY2010-11 Q3 FY2011-12 Q3 FY2012-13 Q3 FY2013-14 Q3 FY2014-15
(Source: TRAI, www.trai.gov.in) Source: TRAI, www.trai.gov.in
Note1: Based on gross revenue for UAS & Mobile licenses only, as released by Telecom Regulatory Authority of India (TRAI)
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
March-April 2015. Idea has built a competitive Led by capital infusion and strong cash profit
spectrum profile laying strong foundation for generation, Ideas standalone1 Net Debt to EBITDA
business growth for the next 20 years. Post stands comfortable at 1.31 times and well
allocation of spectrum won in March 2015 auction, positioned to support its growth plans.
Idea will have 87.6% of total spectrum holding of
270.7 MHz as spectrum acquired through auction Idea has proposed a equity dividend at 6% of share
MANAGEMENT DISCUSSION AND ANALYSIS
which provides flexibility to offer any service (2G, capital. Overall payout including dividend
3G or 4G), based on the consumer demand and distribution tax will be ` 260 Crore.
development of eco-system.
Outlook
In 2014-15, Idea generated 683 billion minutes of
usage (MoU), registering a strong 16% year-on- The regulatory environment continues to remain
year growth. Average realisation per minute uncertain. Some of the recent changes in
(ARPM) rose by 3%. Data volumes more than regulations like reduction in IUC charges and
doubled to 172.5 billion megabytes. roaming charges cap are impacting the revenue
Led by strong growth in MoU and data volumes, of the industry. The auctions have resulted in large
top-line of Idea rose by 19% to ` 31,527 Crore spectrum commitments, adversely impacting the
growing at 1.8 times the wireless industry growth financial health of most of the operators. This
rate in the calendar year 2014. EBITDA surged by should lead towards consolidation in the Industry.
32% to ` 11,281 Crore. EBITDA margin improved The competition in the sector remains intense. Any
by about 350 bps. Net profit rose by 62% from irrational competition in the sector in future may
` 1,968 Crore to ` 3,193 Crore. Idea generated a impact the Industry health. Further, with the
strong post tax standalone1 cash profit of ` 8,482 proliferation of number of OTT operators, the voice
Crore recording a 32% growth over the previous revenue cannibalization through data remains a
year. ROACE improved from 11.7% per annum to large risk for the sector.
14.3% per annum.
But, as in the past, whenever the Industry has
During the year, Idea raised equity capital of witnessed large periods of irrational competition,
` 3,000 Crore through QIP and ` 750 Crore through Idea Cellular has emerged competitively stronger.
preferential allotment to its telecom partner Axiata In the last two spectrum auctions, Idea has
Investments 2 (India) Limited, an affiliate of Axiata expanded its spectrum profile covering more than
Group. Post the capital raising, ABNLs 87% of revenues with either 3G or 4G spectrum
shareholding in Idea has reduced from 25.23% in and also renewed some of its licenses for a period
March 2014 to 23.28% in March 2015. of next 20 years.
In 2014-15, Idea incurred a capex of ` 40.5 billion. As mobility market services expand, Indian
telecom sector will offer exciting growth
(` Crore) opportunities in mobile broadband and rural voice
telephony. The data subscribers penetration in
Idea Cellular 2013-14 2014-15
India is at around 26%. The wireless broadband
Revenue 26,432 31,527 services (3G) penetration is still at 6.8%. The
EBITDA 8,519 11,281 Digital India drive, data network expansion by
Segment EBIT 3,773 5,508 strong operators and developments towards 4G
LTE technology will certainly change the data
Net Profit 1,968 3,193
growth outlook as envisaged today. Further less
Cash Surplus 404 13,080 than 50% penetration in rural India indicates the
Net Worth 16,527 23,029 growth opportunity for the voice business going
Total Debt 20,635 26,859 forward.
Capital Employed 37,162 49,888 Brand Idea with increasing consumer affinity,
ABNLs Investment 2,356 2,356 strong cash flows, Pan India 2G presence,
ABNLs shareholding in expanding 3G network footprint and planned 4G
Idea at the year end (%) 25.23% 23.28% network launch is gearing itself to strengthen its
market position and improve standing across
Note1: Standalone = Idea Cellular and its wholly owned subsidiaries existing and emerging opportunities.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
DIVISIONS (` Crore)
Aditya Birla Nuvo has a strong market positioning Jaya Shree 2013-14 2014-15
in Linen, Urea, VFY and Insulators sectors through
its divisions, viz. Jaya Shree, Indo-Gulf, Indian Revenue 1,300 1,435
Rayon and Aditya Birla Insulators. All the divisions Linen Segment 614 765
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CMYK
MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
dependent on urea imports for meeting domestic manufacturer in India. The goal of the business is
consumption requirements. Urea imports have to serve as a total agri solutions provider offering
surged in past few years leading to a rising subsidy a full range of agri inputs fertilizers, seeds, agro-
burden on the exchequer. In 2014-15, urea imports chemicals and specialties from sowing to
at about 8.7 million MT accounted for 28% of total harvesting.
demand in India. No new urea capacity has come
up in past 15 years and the gap between Birla Shaktiman Urea Neem coated and Gold
indigenous production and demand continues to continued to remain the farmers product of first
widen. To reduce the mounting urea subsidy bill, choice, in the core markets of Uttar Pradesh, Bihar,
the Government of India notified the New Jharkhand and West Bengal, through excellent
Investment Policy (NIP) for Urea on 2nd January, product quality and customer servicing. Even in
2013. The objective of the policy is to reduce urea the states of Punjab, Haryana and Uttarakhand,
imports by promoting indigenous capacity the farmer and trade response has been very
expansion. The industry is awaiting approval from encouraging.
the Department of Fertilisers for brown field
projects under the new investment policy. Indo-Gulfs customized fertiliser Birla Shaktiman
Vardaan - which was launched in 201314 in Uttar
During 2014-15, the industry witnessed slower Pradesh, has been well received by the farmers.
recovery of fertiliser subsidy from the Government
Sales of manufactured urea at 1.02 million MT was
due to inadequate budgetary provision. This
flat year-on-year. Indo-Gulf had to take urea plant
affected the profitability of the industry due to a
shutdown for 35 days starting 27th February 2015,
steep rise in working capital.
thereby, pulling down earnings from normalised
Due to government policy for urea production level. The plant resumed operations on 2nd April
beyond 100% quantity as permissible under 2015. During previous year too, urea plant
Pricing mechanism, few urea manufacturers had shutdown was taken for 41 days.
to take urea plant shutdown during the last quarter
Revenue grew year-on-year by 11% to ` 2,558
of 2014-15.
Crore. Revenue from manufacturing operations
In a welcome move, the government has allowed grew by 13% to ` 2,248 Crore due to pass through
100% production of neem coated urea of the rise in natural gas prices. Trading revenue
and announced gas price pooling policy aiming declined marginally.
(` Crore)
Agri 2013-14 2014-15
Revamped Capacity (MTPA) 1,072,500 1,072,500
Urea Production (MT) 1,033,184 1,021,447
Manufactured Urea Sales (MT) 1,034,135 1,024,970
Revenue 2,313 2,558
Manufacturing (Urea, Customised Fertilisers) 1,995 2,248
Trading (Fertilisers, Seeds, Agro-Chemicals) 318 310
EBITDA 77 148
Segment EBIT 56 116
Capital Employed 1,616 1,641
ROACE (%) 3% 7%
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Post implementation of energy savings scheme of recent capacity additions. Due to stagnant
towards the end of the previous year, energy demand and buyers becoming cautious of
efficiency has improved notably. Led by improved falling commodity prices, imports from China
energy efficiency, higher fixed cost reimbursement have decreased.
as per Government policy and higher sales of Chlor alkali market is broadly categorized into three
pesticides, EBITDA surged by 90% from ` 77 Crore products, namely Caustic Soda, Chlorine and Soda
37
CMYK
MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Total revenue remained flat at ` 865 Crore and imposed an interim anti-dumping duty on imports
EBITDA at ` 197 Crore was lower by 11% as of insulators from China and on 11th April 2015,
profitable growth in the VFY segment was offset extended the duty for 5 years till 15th September
by lower caustic volumes and ECU realisation. 2019 to create a level playing field for the domestic
The business is operating at an ROACE of 21% manufacturers.
MANAGEMENT DISCUSSION AND ANALYSIS
per annum
While the current government is working to implement
Outlook reforms in the power sector, it will take some time
before ground improvement materializes and gives
Growth in the superfine and finer deniers in the
a fillip to demand. The challenge of improving
domestic VFY market is likely to remain stable. With
financial health of State Electricity Boards continues.
the ramp up of the superfine yarn unit and the
leveraging of the Enka Trade Mark, Indian Rayon Imports from China reduced year-on-year by
is well positioned to improve its market share and 15% from 46,973 MT to 39,976 MT post imposition
earnings. However declining domestic demand of anti-dumping duty. However, it still constituted
and exchange rates volatility may adversely affect 31% of the total domestic demand in the
the yarn prices in India. year 2014-2015.
According to Chlor Alkali Market Forecast, the During April 2014 January 2015, the domestic
market for chlor alkali in India is projected to exhibit sales volume of the insulators industry declined
a CAGR of around 7% during 2014-19. Chlorine by 12% owing to accelerated imports in the
demand is also expected to remain firm subject to previous year in anticipation of duty.
increase in Chlorine production in the west which
may affect the demand and supply balance. Performance Review
Aditya Birla Insulators is Indias largest and the
Insulators (Aditya Birla Insulators)
worlds fourth largest manufacturer of porcelain
Industry Overview insulators (Source : IEEMA).
The power generation, transmission and Sales volume of Aditya Birla Insulators grew year-
distribution sector is the key growth driver for the on-year by 5%. Revenue is up by 8% at
insulators industry. Over the past few years, Indias ` 548 Crore. Volumes and earnings growth could
power sector has been affected by several factors, have been higher but were contained due to
viz., liquidity crunch, environment clearances and 42 days disruption / suspension of Rishra plant
fuel linkages resulting in lack of new projects and operations due to labour unrest, pending long
delay in execution of ongoing projects. Cheaper term wage settlement.
Chinese imports have also adversely impacted
EBITDA rose by 14% to ` 95 Crore. Higher volumes
domestic manufacturers, both on market size and
and an increase in realisation in the substation
pricing pressures.
segment, mainly due to pass on the rise
The industry had appealed for anti-dumping duty. in operating costs, contributed to the earnings
The Ministry of Finance, on 16th September 2014, growth.
(` Crore) ROACE improved from 15% to 17% per annum.
Insulators 2013-14 2014-15
Outlook
Capacity (MTPA) 45,260 45,260
Production (MT) 36,317 38,401 With mission of Power for All by 2019 and Make
in India campaign, power sector is expected to
Sales Volumes (MT) 36,913 38,581
witness encouraging medium to long term growth
Revenue 505 548 opportunities.
EBITDA 83 95
Aditya Birla Insulators will continue to focus on yield
Segment EBIT 61 76 improvement and cost rationalisation to enhance
Capital Employed 430 455 its cost competitiveness besides exploring new
ROACE (%) 15% 17% geographies in the exports market.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
Financial Review and Analysis Standalone Standalone Net profit de-grew by 22% from ` 674
Financials Crore to ` 528 Crore. Excluding exceptional gain /
(loss) and one-off items, Standalone Net Profit grew
Standalone revenue grew year-on-year by 11% to by 10%. Net Profit in 2013-14 was higher by ` 209
` 8,938 Crore, while Standalone EBITDA de-grew by
Crore on account of one-off items being (a) book
5% to ` 1,186 Crore. Excluding dividend and other
gain of ` 24 Crore and net tax credit of ` 41 Crore
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CMYK
MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
(` Crore)
Standalone Cash Flow 2014-15
Cash Flow from Operations (Net of Tax) 877
(Increase)/Decrease in Net Working Capital (89)
Net Cash from Operating Activities 788
Capital Expenditure (Net) (223)
Investments in Subsidiaries / Joint Ventures / Associates (Net) (724)
(Increase) / Decrease in Inter-Corporate Deposits to Subsidiaries (Net) 5
Interest / Dividend Received and Profit on Sale of Current Investments 128
Net Cash from / (used in) Investing Activities (815)
Proceeds from / (Repayment of) Borrowings (Net) (68)
Proceeds from Issue of Shares 3
Dividend Paid (98)
Interest Paid (263)
Net Cash from / (Used in) Financing Activities (426)
Increase / (Decrease) in Cash Surplus & Current Investments (453)
1
Add : Opening Cash Surplus & Current Investments 557
Closing Cash Surplus & Current Investments1 105
1
Note : Include cash, cheques in hand, remittances in transit, balances with banks, fertilisers bonds, current investments and short term ICDs
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 MANAGEMENT DISCUSSION AND ANALYSIS
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MANAGEMENT DISCUSSION AND ANALYSIS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Disclaimer
Certain statements in this Management Discussion and Analysis may not be based on historical information
or facts and may be forward looking statements within the meaning of applicable securities laws and regulations,
including, but not limited to, those relating to general business plans & strategy of the Company, its future outlook
& growth prospects, future developments in its businesses, its competitive & regulatory environment and
managements current views & assumptions which may not remain constant due to risks and uncertainties. Actual
results could differ materially from those expressed or implied. Important factors that could make a difference
to the Companys operations include global and Indian demand-supply conditions, finished goods prices, feed
stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in
Government regulations, tax regimes, competitors actions, economic developments within India and the countries
within which the Company conducts business and other factors such as litigation and labour negotiations. The
Company assumes no responsibility to publicly amend, modify or revise any statement, on the basis of any
subsequent development, information or events, or otherwise. This Management Discussion and Analysis does
not constitute a prospectus, offering circular or offering memorandum or an offer to acquire any shares and
should not be considered as a recommendation that any investor should subscribe for or purchase any of the
Companys shares. The financial figures have been rounded off to the nearest Rupee one Crore. For currency
conversion, one USD is considered to be equal to ` 60.
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT TO THE SHAREHOLDERS
DIRECTORS REPORT
compared to 6.9% in the previous year. Many
to foray in the health insurance sector
positive developments were witnessed. Among
through a joint venture with MMI holdings, a
them were lowering of fiscal and current
leading South African based financial
account deficits, declining inflation and benign
services group.
global commodity prices. The moderation in
inflation prompted the Reserve Bank of India The Fashion & Lifestyle business of your
(RBI) to cut interest rates to spur economic Company is Indias #1 branded menswear
growth. Structural reforms to boost investments player through Madura Fashion & Lifestyle,
remained high on the Governments agenda. and the # 1 branded womenswear retailer
through Pantaloons. To fortify its market
The World Bank and the International Monetary
leadership, the Fashion & Lifestyle business
Fund have forecast Indias GDP to grow at 7.5%
is scaling up its retail stores as well as its
in 2015, outpacing China to become the worlds
online presence through TRENDIN.com.
fastest growing economy. The Governments
Trusted by 10.8 million loyalty customers,
continued focus on policy reforms for
it has the widest fashion retail presence in
encouraging infrastructure investments,
India, with 1869 exclusive brand outlets /
improving the ease of doing business, financial
stores spanning 4.8 million square feet and
inclusion measures, and initiatives like Make in
6,000 + additional points of sale.
India are expected to be vital contributors
towards achieving economic growth and In the Telecom business, Idea Cellular
advancement going forward. continued its enviable track record of being
amongst the fastest growing large Indian
CONSOLIDATED FINANCIAL PERFORMANCE mobile operators. Its revenue market share
Your Company has posted sound earnings improved year-on-year from 16.1% to
growth and improved performance across most 17.5%. In the spectrum auctions held in
of the businesses. Consolidated revenue grew March 2015, Idea won 79.4 MHz spectrum
by 2% to ` 26,516 Crore. On a like-to-like basis, for about USD 5 billion, laying a solid
i.e., excluding IT-ITeS business, which was foundation and visibility for its business
divested w.e.f. 9 th May, 2014, year-on-year growth for the next 20 years. The strong
revenue growth was 14%. EBITDA surged by cash profit generation as well as funds
18% to ` 5,798 Crore. Net Profit rose by 24% to raised during the year will support Ideas
` 1,416 Crore. Financial Services and Telecom balance sheet and growth plans.
businesses were the major contributors to Amongst the divisions, the Linen segment of
earnings growth, followed by the Fashion & Jaya Shree textiles attained higher
Lifestyle business. profitability, led by recent expansion. The
business is set to further tap the sector
Key Highlights:
growth opportunity with proposed expansion
Aditya Birla Financial Services (ABFS) is a of its Linen yarn Capacity from 3,400 TPA to
significant non-bank financial services player 6,200 MTPA. In the Rayon business, the
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CMYK
DIRECTORS REPORT TO THE SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
profitability of the VFY segment was off-set This consolidation will create Indias largest pure
by softening of ECU realisation and play branded apparels company by bringing
maintenance shut down in the power plant Indias #1 branded menswear players and
in the chemicals segment. Agri business # 1 branded womenswear retailer together. The
earnings improved sharply year-on-year, move will unlock value for the shareholders and
led by enhanced energy efficiency. give them an opportunity to participate directly
However, earnings were lower than the in the promising fashion space.
normalised level due a shutdown of the
urea plant for 35 days. The Insulators The Boards of above companies have approved
DIRECTORS REPORT
business posted healthy earnings growth the following swap ratio which has been
despite 42 days disruption / suspension of recommended by the independent valuers:-
plant operations due to labour unrest.
Shareholders of ABNL will get 26 new equity
STANDALONE FINANCIAL PERFORMANCE shares of PFRL for every 5 equity shares
held in ABNL pursuant to the demerger of
Your Companys standalone revenue grew by 11% Madura Fashion,
to ` 8,938 Crore. In the previous year, net profit
was higher by ` 209 Crore on account of (a) gain Shareholders of MGLRCL will get 7 new
of ` 65 Crore on divestment of Carbon Black equity shares of PFRL for every 500 equity
business (including net tax credit of ` 41 Crore) shares held in MGLRCL pursuant to the
and (b) gain of ` 144 Crore on buyback of equity demerger of Madura Lifestyle, and
shares by Birla Sun Life Insurance to distribute its
surplus funds to the shareholders. As a result, Net Preference shareholder of MGLRCL will get
Profit at ` 528 Crore is lower year-on-year 1 new equity share of PFRL
vis--vis ` 674 Crore reported in the previous year.
The transaction is subject to the necessary
NEW INTIATIVES/MAJOR ACTIVITIES statutory and regulatory approvals including
approvals of the respective High Courts, the
Consolidation of Branded Apparels businesses Stock Exchanges, SEBI, the respective
To capitalise on its large market presence in the Shareholders and lenders / creditors of each of
branded fashion space in India, your Company the companies. The appointed date of the
Aditya Birla Nuvo Ltd. (ABNL) has announced Scheme will be 1st April 2015. The transaction is
consolidation of its branded apparels businesses expected to be completed in the next 6 to 9
under its listed subsidiary - Pantaloons Fashion months period.
& Retail Ltd. (PFRL), through a composite
scheme of arrangement (Scheme) under Application for Payments Bank License
Sections 391 to 394 of the Companies Act, 1956.
Your company has applied for obtaining a
As part of the Scheme, Madura Fashion, the
branded apparel retailing division of ABNL and license to set up a Payments Bank, in
Madura Lifestyle, the luxury branded apparel accordance with the Guidelines for Licensing of
retailing division of Madura Garments Lifestyle Payments Bank issued by RBI. Your Company
Retail Company Limited (MGLRCL) a will be the Promoter of the proposed Payments
subsidiary of ABNL, will be demerged from the Bank, holding 51% of its equity capital. Idea
respective companies into PFRL. Pursuant to the Cellular will hold the balance 49% of equity
demerger, new shares will be issued by PFRL to capital in the proposed Payments Bank, which
the respective shareholders of the transferor may be increased up to 60%, subject to
companies directly. regulatory approvals, as applicable.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT TO THE SHAREHOLDERS
DIRECTORS REPORT
Exceptional Items (13.33) 5.42 24.06
Profit Before Tax 2,324.56 1,772.30 732.93 804.29
Tax Expenses 833.48 550.50 205.24 130.34
Net Profit Before Minority Interest 1,491.08 1,221.80 527.69 673.95
Minority Interest 75.58 78.92
Profit for the Year 1,415.50 1,142.88 527.69 673.95
Opening Balance as per last audited financial
statement 778.59 312.79 222.56 167.34
Amount Transferred on Stake Change/
Amalgamation of Subsidiaries/ Joint venture (81.57) (0.76)
Transfer from General Reserve 13.45
Transitional Provision of Schedule II Impact
(Net of Deferred Tax) (15.19)
Share of Minority Interest Transitional
Provision of Schedule II impact 3.09
Profit available for Appropriation 2,113.87 1,454.91 750.25 841.29
Appropriations :
Debenture Redemption Reserve 24.91 24.63 22.50 20.98
Special Reserve 54.69 33.53
General Reserve 201.76 501.40 200.00 500.00
Transfer to Capital Redemption Reserve 0.10 0.10
Proposed Dividend on Preference Share 0.01 0.01
Proposed Dividend on Equity Share 91.10 91.06 91.10 91.06
Equity Dividend relating to Previous period 2.60 0.07 0.02 0.01
Interim Dividend on Preference Share
Corporate Tax on Proposed Dividend 30.13 22.03 18.55 6.67
Corporate Tax on Interim Dividend 25.85 3.59
Corporate Tax on Interim Dividend on
Preference Shares
Corporate Tax on Dividend relating to
previous year 0.44
Closing Balance of Surplus in the
Statement of Profit & Loss 1682.29 778.59 417.98 222.56
Note: Figures of ` 50,000 or less have been denoted by .
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CMYK
DIRECTORS REPORT TO THE SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Redemption of Preference Shares: to be retained in the profit and loss account of the
In accordance with the composite Scheme of Company.
Arrangement between Aditya Birla Nuvo Limited FINANCE
and Madura Garments Exports Limited and MG
During the year 2014-15, your Company has:
Lifestyle Clothing Company Private Limited and
Peter England Fashion and Retail Limited, - Raised long-term loans, aggregating to
5000 - 6% Redeemable Cumulative Preference ` 37.42 Crore by way of Rupee Term Loan
Shares of ` 100 each fully paid were issued to (including Finance Lease Liability) and ` 300
Infocyber India Private Limited and Naman Finance Crore by way of issue of Non Convertible
& Investment Private Limited respectively on Debentures (NCDs);
DIRECTORS REPORT
We propose to transfer ` 200 Crore to general During the year,the following changes have taken
reserve. An amount of ` 417.98 Crore is proposed place in the Subsidiary Companies:
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT TO THE SHAREHOLDERS
Aditya Birla Financial Services Private Limited, AVGTHL was liquidated and the entire funds
a holding company for all financial services available were distributed to the shareholders.
business of the Company except Birla Sun Life
Accordingly, the Company has received funds
Insurance Company Limited, which is held available with AVGTHL.
directly by the Company due to regulatory
reasons, has been converted into a Public The Policy of determining material subsidiaries
Limited Company viz. Aditya Birla Financial may be accessed on the Companys website at
Services Limited on 4th December, 2014 for the link below:
business expansion and future growth. http://adityabirlanuvo.com/pdf/policy_material
_subsidiaries.pdf
Birla Sun Life Pension Management Limited,
DIRECTORS REPORT
a wholly owned subsidiary of Birla Sun Life JOINT VENTURE
Insurance Company Limited, has been IDEA Cellular Limited is the Joint Venture of the
incorporated on 9 th January, 2015 for Company and continues to be the Joint Venture,
management of pension fund under National during the year under review.
Pension Scheme (NPS). The company is
registered with Pension Fund Regulatory and ASSOCIATE COMPANIES
Development Authority. During the year, the Company has sold its stake in
Birla Sun Life Asset Management Company Birla Securities Limited, an Associate Company.
Limited has acquired mutual fund schemes A report on the performance and financial position
and portfolio accounts from ING Investment of each of the subsidiaries, associates and joint
Management (India) Pvt. Ltd. in September venture companies as per Section 129(3) of the
2014. Companies Act, 2013 (the Act) and the Rules
Aditya Birla Customer Services Private made there under is provided as Annexure II of
Limited, which runs My Universe, an online the Consolidated Financial Statement and hence
personal finance management portal, has not repeated for the sake of brevity.
been converted into a Public Limited The audited financial statements of your
Company viz. Aditya Birla Customer Services Companys subsidiaries and related information
Limited on 7 th January, 2015 for business have been placed on the website of your Company
expansion and future growth. viz. www.adityabirlanuvo.com. Any Member, who
International Finance Corporation (IFC) has is interested in obtaining a copy of audited financial
entered into an agreement and acquired stake statements of your Companys subsidiaries may
in Aditya Birla Customer Services Limited in write to the Company Secretary at the Registered
December 2014 for strategic financial Office of your Company.
investment in the company.
CONSOLDATED FINANCIAL RESULTS
Aditya Birla Housing Finance Limited The Consolidated Financial Statements have been
commenced its housing finance business in prepared in accordance with the provisions of the
October 2014 and built a book size of ` 142 Section 129(3) of the Act, read with the Companies
Crore as on 31st March 2015. (Accounts) Rules, 2014, applicable Accounting
Aditya Birla Finance Limited, a subsidiary Standards and the provisions of the Listing
of the Company, sold its entire holding in Agreement with the Stock Exchanges and forms
Aditya Birla Securities Private Limited on part of the Annual Report.
10th September, 2014 to a promoter group
HUMAN RESOURCES
Company. Consequently Aditya Birla
Securities Private Limited has ceased to be Your Company believes that human resources will
the subsidiary of the Company. play a critical role in its future growth. With an
unswerving focus on nurturing and retaining talent,
The Company had applied for winding up of
your Company provides avenues for learning and
Aditya Vikram Global Trading House Limited development through functional, behavioural and
(AVGTHL), its overseas subsidiary, registered leadership training programs, knowledge
in Mauritius, and on 30th September, 2014 exchange conferences, and providing
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CMYK
DIRECTORS REPORT TO THE SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
communication channels for information sharing, Administration) Rules, 2014, an extract of the
to name a few of the initiatives. Annual Return of your Company for the financial
year ended 31st March, 2015 in Form MGT-9 is
DISCLOSURE UNDER THE SEXUAL given in Annexure IV to this report.
HARASSMENT OF WOMEN AT WORK-
PLACE PREVENTION, PROHIBITION AND BUSINESS RESPONSIBILITY REPORT
REDRESSAL) ACT, 2013 As per Clause 55 of the Listing Agreement with
During the year under review, your Company has the Stock Exchanges, a separate section on
not received any complaint under the Sexual Business Responsibility Reporting forms part of
Harassment of Women at Workplace (Prevention, this Annual Report.
Prohibition and Redressal) Act, 2013.
DIRECTORS REPORT
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT TO THE SHAREHOLDERS
defined roles and responsibilities have been its Powers) Rules, 2014 are given in the Note No.
institutionalized. Systems and procedures are 42 to the financial statements.
periodically reviewed to keep pace with the
growing size and complexity of your Companys EMPLOYEE STOCK OPTION SCHEMES 2006
operations. and 2013 (ESOS 2006 & ESOS 2013)
ESOS 2006
DIRECTORS RESPONSIBILITY STATEMENT
During the year 5,430 Stock Options have vested
The audited accounts for the year under review
are in conformity with the requirements of the Act in eligible employees. The Nomination and
and the Accounting Standards. The financial Remuneration Committee (the Committee)
statements reflect fairly the form and substance of allotted 52,221 equity shares of ` 10 each of your
DIRECTORS REPORT
transactions carried out during the year under Company upon exercise of Stock Options by the
review and reasonably present your Companys employees.
financial condition and results of operations. ESOS 2013
Based on the information and explanations During the year, the Committee granted 35,060
obtained by your Directors from the management Stock Options and 12,630 Restricted Stock Units
of your Company, your Directors state that: to eligible employees of your Company subject to
i) in the preparation of the Annual Accounts for the provisions of the Companys Employee Stock
the financial year ended 31st March, 2015, the Option Scheme (Scheme 2013). 12,559 Stock
applicable accounting standards have been Options have vested in the option grantees in terms
followed along with proper explanations of the provisions of the Scheme 2013. However,
relating to material departures, if any; no Restricted Stock Units have vested in the
ii) the Directors have selected such accounting option grantees in terms of the provisions of
policies and applied them consistently and Scheme 2013.
made judgments and estimates that are The summary information on Options and
reasonable and prudent so as to give a true Restricted Stock Units granted under the above
and fair view of the state of affairs of the mentioned schemes are provided in Annexure V
Company as at 31st March, 2015 and of the to this Report.
profit of the Company for the year ended on
that date; A certificate received from the Statutory Auditors
on the implementation of your Companys
iii) the Directors have taken proper and sufficient
Employees Stock Option Scheme 2006 and
care for the maintenance of adequate
Employees Stock Option Scheme 2013 will be
accounting records in accordance with the
placed at the ensuing Annual General Meeting for
provisions of the Act for safeguarding the
inspection by the Members.
assets of the Company and for preventing and
detecting frauds and other irregularities; ENERGY CONSERVATION, TECHNOLOGY
iv) the Directors have prepared the Annual Accounts ABSORPTION AND FOREIGN EXCHANGE
of the Company on a going concern basis; EARNINGS AND OUTGO
v) the Directors have laid down internal financial Information on conservation of energy, technology
controls and that such internal financial control absorption, foreign exchange earnings and out go,
are adequate and are operating effectively; required to be disclosed pursuant to provision of
and Section 134 of the Act read with the Companies
vi) the Directors have devised proper systems to (Accounts) Rules, 2014 is given in Annexure VI to
ensure compliance with the provisions of all this Report.
applicable laws and that such systems are CORPORATE SOCIAL RESPONSIBILITY
adequate and operating effectively.
In terms of the provisions Section 135 of the Act
PARTICULARS OF LOAN, GUARANTEE AND read with Companies (Corporate Social
INVESTMENT Responsibility Policy) Rules, 2014, the Board of
Details of Loans, Guarantees and Investments Directors of your Company has constituted a
covered under the provisions of Section 186 of the Corporate Social Responsibility (CSR) Committee
Act read with Companies (Meetings of Board and which is chaired by Mrs. Rajashree Birla. The other
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DIRECTORS REPORT TO THE SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Members of the Committee are Ms. Tarjani Vakil, Further details on the Board of Directors are
an Independent Director and Mr. Lalit Naik, provided in the Corporate Governance Report
the Managing Director of your Company. forming part of this Annual Report.
Dr. (Mrs.) Pragnya Ram, Group Executive
Meetings of the Board
President, Corporate Communications & CSR, is
a Permanent Invitee to the Committee. Your During the year, the Board of Directors of your
Company also has in place a CSR Policy and the Company met 5 times to deliberate on various
same is available on the website of the Company matters. The details of Board Meetings and the
at www.adityabirlanuvo.com.The Committee meeting of Independent Directors held are given
places before the Board the details of the activities in the Corporate Governance Report.
to be undertaken during the year.
DIRECTORS REPORT
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT TO THE SHAREHOLDERS
to this report. Details of policy are available on the iii) M/s. R. Chakraborty & Associates, Cost
Companys website viz.www.adityabirlanuvo.com. Accountants Firm Registration Number -
100481 - for Jaya Shree Textiles, Rishra for
KEY MANAGERIAL PERSONNEL Textiles, and
During the year, Mrs. Hutokshi Wadia, Company iv) M/s. S. S. Puranik & Associates, Cost
Secretary and Compliance Officer, resigned from Accountants Firm Registration Number -
the services of the Company, w.e.f. 1st March, 2015, 100133 - for Insulators Halol & Rishra.
consequent to her movement to another group As required under the Act, the remuneration
company. Your Board has appointed Mr. Ashok payable to the cost auditor is required to be placed
Malu as the Company Secretary and Compliance before the Members at the general meeting for their
DIRECTORS REPORT
Officer of the Company effective 1st March, 2015. ratification. Accordingly, a Resolution seeking
Members ratification for the remuneration payable
AUDITORS to Cost Auditors is included in the notice convening
STATUTORY AUDITORS AND THEIR REPORT the Annual General Meeting. The members are
M/s. Khimji Kunverji & Co., and S R B C & Co. LLP, requested to ratify the remuneration payable to the
Joint Statutory Auditors of the Company, retire at Cost Auditors for 2015-16.
the ensuing Annual General Meeting and are eligible Your Compay has filed the Cost Audit and
for re-appointment. The Auditors have given their Compliance Report for Financial Year 2014 with
consent in writing and have furnished a certificate the Government.
to the effect that their re-appointment, if made, would SECRETARIAL AUDITORS
be in accordance with the provisions of Section 139
In terms of the provision of the Section 204 of the
(1) of the Act and that they meet with the criteria Act read with Companies (Appointment and
prescribed under Section 141 of the Act. Your Remuneration of Managerial Personnel) Rules,
Directors recommend their re-appointment at the 2014, your Board has appointed M/s. BNP &
ensuing Annual General Meeting. Associates, Company Secretaries, Mumbai as the
The Notes on financial statement referred to in the Secretarial Auditor for conducting a Secretarial
Auditors Report are self-explanatory and do not Audit of your Company for the financial year ended
call for any further comments. The Auditors Report 31st March, 2015. The report of the Secretarial
does not contain any qualification, reservation or Auditors is attached as Annexure IX. The
adverse remark. Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
COST AUDITOR AND COST AUDIT REPORT
AWARDS AND RECOGNITION
In terms of the provisions of the Section 148 of the
Indo Gulf Fertlisers:
Act read with the Companies (Cost Records and
i) Global CSR Excellence & Leadership
Audit) Amendment Rules, 2014, the Board of
Award for best use of CSR Practice in
Directors of your Company have, on the
Manufacturing awarded by World CSR
recommendation of the Audit Committee,
Congress, World CSR Day & World CSR
appointed the following Cost Auditors for
Federation on 17th February, 2015
conducting the audit of the cost records of the
Company for the financial year 2015-16 at the Aditya Birla Insulators Halol Division:
remuneration as mentioned in the Notice i) Greentech foundation GOLD Award for
convening the AGM:- outstanding achievements in Best
Strategy in Human Resource received
i) M/s. Ashwin Solanki & Associates, Cost from Greentech Foundation for Best
Accountants Firm Registration Number - Strategy in Human Resource, on
100392 - for Indian Rayon, Veraval for 27th June, 2014
Viscose Filament Yarn and Chemicals
ii) Certificate of recognition for Occupational
ii) M/s. K. G. Goyal & Associates, Cost Health & Safety Management System,
Accountants Firm Registration Number - received from the British Standards
000024 - for Indo Gulf Fertilisers, Jagdishpur- Institution (BSI)for maintaining ISO
for Fertilisers Certifications.
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DIRECTORS REPORT TO THE SHAREHOLDERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
52
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE I
AUDITORS CERTIFICATE
To,
The Members of
Aditya Birla Nuvo Limited
We have examined the compliance of conditions of Corporate Governance by Aditya Birla Nuvo Limited,
for the year ended on March 31, 2015, as stipulated in clause 49 of the Listing Agreement of the said
Company with stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our
DIRECTORS REPORT
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Mumbai Mumbai
Date: May 14, 2015 Date: May 14, 2015
53
CMYK
DIRECTORS REPORT
AOC-1
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Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts)
54
Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies
Particulars Aditya Aditya Aditya Aditya Aditya Aditya Aditya Aditya Aditya Aditya Aditya
Birla Birla Birla Birla Birla Birla Birla Birla Birla Birla Birla
Financial Capital Customer Trustee Money Commodities Financial Finance Miancs Insurance Money
Services Advisors Services Company Limited Broking Shared Limited BPO Brokers Mart
Limited Private Limited Private Limited Services Pvt. Limited Limited Limited
Limited Limited Limited
` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore
Share Capital (Equity and Preference) 1,914.62 3.50 21.86 0.05 15.54 5.25 0.05 1,050.36 0.76 2.70 120.00
Reserves and Surplus 245.58 22.94 (19.18) 0.18 20.43 (4.37) 0.15 1,534.47 (0.20) 29.57 (131.46)
Total Assets
(Non-Current Assets + Current Assets) 2,191.90 30.43 32.34 0.23 212.46 21.14 8.98 17,956.86 0.59 62.74 46.14
DIRECTORS REPORT - ANNEXURE II
Total Liabilities
(Non-Current Liabilities + Current Liabilities) 31.70 3.99 29.66 176.49 20.26 8.78 15,372.03 0.03 30.47 57.60
Investments 2,158.76 26.81 17.49 0.23 5.26 0.00 0.01 507.52 0.51 4.77 4.27
Revenue from Operations 4.41 20.91 2.65 0.07 112.01 7.07 - 1,776.17 - 73.01 83.43
Profit/(Loss) before Tax (48.56) 6.15 (61.35) 0.05 6.79 (1.18) 0.08 410.85 (0.25) 26.71 11.89
Tax Expenses - 1.71 - 0.01 (0.29) - 0.01 140.17 - 9.12 1.13
Profit/(Loss) for the Year (48.56) 4.44 (61.35) 0.04 7.08 (1.18) 0.07 270.68 (0.25) 17.59 10.76
Proposed/Interim Dividend
(including Dividend Tax)
(including on Preference Share) - - - - - - - 0.07 - 15.82 -
st
Percentage Holding as on 31 March 2015 100.00% 100.00% 100.00% 100.00% 75.00% 75.00% 100.00% 100.00% 100.00% 50.01% 100.00%
st
Exchange Rate as on 31 March 2015 N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A
Aditya Birla Nuvo Limited - Annual Report 2014-2015
CMYK
Profit/(Loss) before Tax (5.98) (5.15) 184.50 (1.15) (5.46) (0.06) (0.36) 0.84 5.15 - -
Tax Expenses - (0.02) 58.16 - - - - 0.02 0.15 - -
Profit/(Loss) for the Year (5.98) (5.13) 126.34 (1.15) (5.46) (0.06) (0.36) 0.82 5.00 - -
Proposed/Interim Dividend
(including Dividend Tax)
(including on Preference Share) - - - - - - - 0.38 2.29 - -
st
Percentage Holding as on 31 March, 2015 100.00% 100.00% 51.00% 51.00% 51.00% 51.00% 51.00%
Exchange Rate as on 31st March, 2015 N.A N.A N.A SGD = ` 45.50 USD = ` 62.59 USD = ` 62.59 USD = ` 63.33
DIRECTORS REPORT - ANNEXURE II
55
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DIRECTORS REPORT
CMYK
DIRECTORS REPORT
56
Particulars International Birla ABNL Shaktiman Birla Birla Indigold ABNL IT & Madura Pantaloons
Opportunities Sun Life Investment Mega Food Sun Life Sun Life Trade and ITES Garments Fashions
Fund SPC Trustee Limited Park Insurance Pension Services Limited Lifestyle and
Company Private Company Management limited and Retail Retail
Private Limited Limited Company Limited
Limited Limited
US $ ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore ` in Crore
(31.12.2014)
Share Capital (Equity and Preference) 0.01 0.02 21.00 0.43 1,901.21 0.05 73.14 26.03 108.89 93.30
Reserves and Surplus - - 0.44 19.30 (0.43) (359.32) (0.37) 1,077.54 389.35 (30.95) 252.27
Total Assets
(Non-Current Assets + Current Assets) 0.01 0.47 41.86 0.01 31,090.50 0.05 1,150.74 419.93 557.19 2,138.85
Total Liabilities
(Non-Current Liabilities + Current Liabilities) - - 0.01 1.56 0.01 29,548.61 0.37 0.06 4.55 479.25 1,793.28
Investments - - 0.46 21.68 - 5,683.49 - 1,150.68 389.64 425.00 -
Revenue from Operations - - 0.05 1.29 - 5,267.28 - - - 323.62 1,850.73
DIRECTORS REPORT - ANNEXURE II
Profit/(Loss) before Tax - - 0.10 3.01 (0.35) 285.40 (0.37) (2.56) (21.62) (25.98) (228.14)
Tax Expenses - - 0.02 0.54 - - - (0.00) 8.03 - -
Profit/(Loss) for the Year - - 0.08 2.47 (0.35) 285.40 (0.37) (2.56) (29.65) (25.98) (228.14)
Proposed/Interim Dividend
(including Dividend Tax)
(including on Preference Share) - - - - - - - - - - -
st
Percentage Holding as on 31 March 2015 51.00% 50.85% 100.00% 100.00% 74.00% 74.00% 100.00% 100.00% 100.00% 72.62%
st
Exchange Rate as on 31 March 2015 USD = Rs. 63.33 N.A. N.A N.A N.A N.A N.A N.A N.A N.A
Notes:
During the year, following entities have ceased to be subsidiaries
Name of Subsidiaries
Aditya Birla Minacs Worldwide Limited* Aditya Birla Minacs Philippines Inc.*
AV TransWorks Limited* Aditya Birla Minacs Worldwide Inc.*
Aditya Birla Minacs BPO Limited* Minacs Worldwide SA de CV*
The Minacs Group (USA) Inc. * Bureau of Collection Recovery, LLC*
Bureau of Collections Recovery (ceased w.e.f. 9th May 2014) Minacs Limited*
Minacs Worldwide GmbH* Minacs Kft.*
Aditya Birla Nuvo Limited - Annual Report 2014-2015
Aditya Birla Securities Private Limited (w.e.f. 10th September 2014) Aditya Vikram Global Trading House Limited (w.e.f 29th September 2014)
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE II
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 prescribed
Form AOC-1
DIRECTORS REPORT
ii) Amount of Investment in Joint Venture (` Crore) 2,355.81
iii) Extend of Holding % 23.28%
3 Description of how there is significant influence N.A.
4 Reason why the joint venture is not consolidated N.A.
5 Net worth attributable to shareholding as per latest audited Balance Sheet (` Crore) 4,928.17
6 Profit for the year
i) Considered in Consolidation 755.68
ii) Not considered in Consolidation N.A.
Notes:
1 During the year, Birla Securities Limited, has ceased to be an associate
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CMYK
DIRECTORS REPORT - ANNEXURE III Aditya Birla Nuvo Limited - Annual Report 2014-2015
The information required under Section 197 of the Companies, 2013 read with Rule 5(1) of
Companies (Appointment and Remuneration) Rules, 2014 are given below:
i) The ratio of the remuneration to each Director to the median remuneration of the employees of the
Company for the financial year:
Sr. Name of Director/ Designation Remuneration % increase in Ratio of Comparison of the
No. Key Managerial for the financial Remuneration remuneration of remuneration of
Personnel (KMP) year 2014-15 in the financial each Director to the KMP against
(` in Lakh) year 2014-15 median of the the performance
Company
remuneration
DIRECTORS REPORT
of employees
1 Mr. Kumar Mangalam Birla Chairman & Non-
Executive Director 410.60 1.38% 190.10 Not Applicable
2 Mrs. Rajashree Birla Non-Executive Director 15.25 -5.22% 7.06 Not Applicable
3 Mr. B. L. Shah1 Non-Executive Director 1.40 -35.19% 0.65 Not Applicable
4 Mr. P. Murari Independent Director 2.70 8.00% 1.25 Not Applicable
5 Mr. B. R. Gupta Independent Director 4.70 -17.83% 2.18 Not Applicable
6 Ms. Tarjani Vakil Independent Director 5.55 -6.72% 2.57 Not Applicable
7 Mr. S. C. Bhargava Independent Director 4.80 54.84% 2.22 Not Applicable
8 Mr. G. P. Gupta Independent Director 3.15 -60.53% 1.46 Not Applicable
9 Mr. T. Chattopadhyay Non-Executive Director 1.85 22.52% 0.86 Not Applicable
10 Dr. Rakesh Jain2 Managing Director 672.42 Not Applicable Not Applicable Standalone
Operating Profit
3
11 Mr. Lalit Naik # Managing Director 330.39 2.55% 152.97 before Interest,
Depreciation and
12 Mr. Sushil Agarwal# Whole- time Director 249.77 16.61% 115.44
Tax (excluding
13 Ms. Hutokshi Wadia4 Company Secretary 47.11 - Not Applicable Other Income) has
increased by 16%
14 Mr Ashok Malu5 Company Secretary 7.30 - Not Applicable in FY 2014-15
Notes:
Remuneration includes commission payable to Non Executive and Independent Directors for the financial year ended 31st
March, 2015 which is within the overall ceiling approved by the Members of the Company.
Sitting fees paid to Non-Executive and Independent Directors are excluded.
Stock options exercised by Managing Director(s) and Whole-time Director are excluded.
The remuneration paid to the Key Managerial Personnel includes variable pay for the financial year ended
31st March, 2014 which were paid during the financial year 2014-15.
# One time incentive payment made in financial year 2014-15 to Mr Lalit Naik (` 190.10 Lakh) and Mr Sushil Agarwal ( ` 50.00
Lakh) has been excluded for calculation of increase in remuneration.
1. Mr. B L Shah ceased to be the Director of the Company with effect from 25th September, 2014 and hence remuneration paid
is not comparable.
2. Remuneration paid to Dr. Rakesh Jain during the financial year under review 2014-15 was not for full financial year since he
was Managing Director upto 30th June, 2014 and hence is not comparable. Details of % increase in remuneration and Ratio of
median to median employees remuneration are not provided since he was a Director only for part of the financial year 2014-
15.
3. Mr Lalit Naik who was appointed as a Managing Director with effect from 1st July, 2014 and the remuneration paid to him
during the previous financial year 2013-14 and the financial year under review 2014-15 is not comparable.
4. Remuneration paid to Ms. Hutokshi Wadia during the previous financial year 2013-14 and the financial year under review
2014-15 was/were not for full financial year (1st August 2013 being her date of appointment and 28th February 2015 being date
of cessation as a Company Secretary) and hence remuneration is not comparable.
5. Mr. Ashok Malu was appointed as a Company Secretary with effect from 1st March, 2015 and remuneration paid was not for
full financial year and hence remuneration is not comparable.
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE III
ii. The median remuneration of employees of the Company for the financial year 2014-15 was ` 2.16 lakh.
iii.During the financial year under review, there was an increase of 10.02% in the median remuneration
of employees. The calculation of percentage increase in median remuneration is done based on
comparable employees.
iv. There were 18,052 permanent employees on the rolls of Company as on 31st March, 2015.
v. Relationship between average increase in remuneration and Company performance:-
Standalone Operating Profit before Interest, Depreciation and Tax (excluding other income) for the
financial year ended 31st March, 2015 increased by 16%.
The average increase made in the salaries of employees other than the managerial personnel in the
DIRECTORS REPORT
last financial year i.e. 2014-15 was 12.69%. The increase in average remuneration of the employees
of the Company was in line with the Human Resource Philosophy & Performance of the Company
and was in line with the market trends.
vi. Comparison of the Remuneration of the Key Managerial Personnel(s) against the performance
of the Company: The details of the same is provided in point no. (i) above.
vii a. Variations in the market capitalisation of the Company, price earnings ratio as at the closing
date of the current financial year and previous financial year:
Particulars 31st March 2015 31st March 2014 % Change
Market Capitalisation (` in Crore) 21,654 14,196 52.50%
Price Earnings Ratio based on
consolidated earnings 15.29 11.85 29.03%
b. Percent increase over/decrease in the market quotations of the shares of the Company as
compared to the rate at which the Company came out with the last public offer.
The last offer of shares to the public was made in 2006-2007 which was Rights Issue of 98,26,638
Equity shares of `10 each at a premium of `783 per equity share as against this, the closing
price of the Companys equity shares on the National Stock Exchange of India Limited (NSE) as
at 31st March, 2015 was ` 1663.90, an increase of 109.82%.
viii. During the financial year under review, the average percentage increase made in the salaries of
employees other than the managerial personnel was 12.69% and the increase in the managerial
remuneration was 8.16%, based on the performance of the Company for the financial year ended
31st March, 2014.
ix The key parameters for the variable component of remuneration availed by the directors: Based on
the recommendations of the Nomination, and Remuneration Committee as per the Remuneration
Philosophy / Policy of the Company.
x. During the year none of the employees of the Company received remuneration higher than the
Directors of the Company.
xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Philosophy/Policy of the
Company.
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CMYK
DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
i) CIN L17199GJ1956PLC001107
ii) Registration Date 26-09-1956
DIRECTORS REPORT
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE IV
Sl. Name of the Address of the CIN /GLN Holding/ % of shares Applicable
No. Subsidiary Company Company Subsidiary/ held Section
Associate
4 Aditya Birla Trustee Company Aditya Birla Centre, U74999MH2008PTC186670 Subsidiary 100.00% 2(87)(ii)
Private Limited (ABTCPL) S.K. Ahire Marg, Worli,
(Subsidiary of ABFSL) Mumbai-400030
5 Aditya Birla Money Limited Indian Rayon Compound L65993GJ1995PLC064810 Subsidiary 75.00% 2(87)(ii)
(ABML) (Subsidiary of ABFSL) Veraval, Gujarat-362266
6 Aditya Birla Commodities Broking Indian Rayon Compound, U51501GJ2003PLC065196 Subsidiary 75.00% 2(87)(ii)
Limited (ABCBL) (100% Subsidiary Veraval, Gujarat-362266
of ABML)
DIRECTORS REPORT
7 Aditya Birla Financial Shared One Indiabulls Centre, U65999MH2008PLC183695 Subsidiary 100.00% 2(87)(ii)
Services Limited (ABFSSL) Tower 1, 18th Floor,
(Subsidiary of ABFSL) Jupiter, Mill Compound,
841, S. B. Marg,
Elphinstone Rd.
Mumbai-400013
8 Aditya Birla Finance Limited (ABFL) Indian Rayon Compound, U65990GJ1991PLC064603 Subsidiary 100.00% 2(87)(ii)
(Subsidiary of ABFSL) Veraval, Gujarat-362266
9 Aditya Birla Securities Private Aditya Birla Centre, U67190MH2008PTC179283 Subsidiary 100.00% 2(87)(ii)
Limited (ABSPL) (Subsidiary of S.K. Ahire Marg, Worli,
ABFL) (ceased to be subsidiary Mumbai-400030
w.e.f. 10th September 2014)
10 Aditya Birla Insurance Brokers Indian Rayon Compound, U99999GJ2001PLC062239 Subsidiary 50.01% 2(87)(ii)
Limited (ABIBL) (Subsidiary of Veraval, Gujarat-362266
ABFSL)
11 Aditya Birla Money Mart Limited Indian Rayon Compound, U61190GJ1997PLC062406 Subsidiary 100.00% 2(87)(ii)
(ABMML) (Subsidiary of ABFSL) Veraval, Gujarat-362266
12 Aditya Birla Money Insurance Indian Rayon Compound, U66030GJ2001PLC062240 Subsidiary 100.00% 2(87)(ii)
Advisory Services Limited Veraval, Gujarat-362266
(Subsidiary of ABMML)
13 Birla Sun Life Asset Management One Indiabulls ,Tower 1, U65991MH1994PLC080811 Subsidiary 51.00% 2(87)(ii)
Company Limited (BSAMC) 17th Floor, Jupiter, Mill,
(Subsidiary of ABFSL) 841, S. B. Marg,
Elphinstone Rd.
Mumbai-400013
14 Birla Sun Life AMC (Mauritius) Ltd. IFS Court, Twenty Eight, Foreign Company Subsidiary 51.00% 2(87)(ii)
(100% Subsidiary of BSAMC) Cybercity Ebene Mauritius
15 Aditya Birla Sun Life AMC Ltd., Unit 05, Floor-7, Currency Foreign Company Subsidiary 51.00% 2(87)(ii)
Dubai (100% Subsidiary of BSAMC) House - Building 1,
Dubai International
Financial Centre,
Dubai, 482027,
United Arab Emirates
16 Aditya Birla Sun Life AMC Pte. Ltd., 1 Marina Boulevard Foreign Company Subsidiary 51.00% 2(87)(ii)
Singapore (100% Subsidiary of #28-00, One Marina
BSAMC) Boulevard, 018989,
Singapore
17 India Advantage Fund Limited IFS Court, Twenty Eight Foreign Company Subsidiary 51.00% 2(87)(ii)
(Subsidiary of BSAMC) Cybercity Ebene Mauritius
18 International Opportunities Fund 3rd Floor, Queens gate Foreign Company Subsidiary 51.00% 2(87)(ii)
SPC(IOF) (Subsidiary of BSAMC) House, 113 South Church
Street, Grand Cayman,
KY 1-1002
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DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
Sl. Name of the Address of the CIN /GLN Holding/ % of shares Applicable
No. Subsidiary Company Company Subsidiary/ held Section
Associate
19 Birla Sun Life Trustee Company One Indiabulls ,Tower 1, U74899MH1994PTC166755 Subsidiary 50.85% 2(87)(ii)
Private Limited (BSTPL) 17th Floor, Jupiter,Mill,
(Subsidiary of ABFSL) 841, S. B. Marg,
Elphinstone Rd.
Mumbai-400013
20 Aditya Birla Housing Finance Limited Aditya Birla Centre, U65922MH2009PLC194378 Subsidiary 100.00% 2(87)(ii)
(Subsidiary of ABFSL) S.K. Ahire Marg, Worli,
Mumbai-400030
DIRECTORS REPORT
21 ABNL IT & ITES Ltd. (ABNLIT) Aditya Birla Centre, U72300MH2013PLC240678 Subsidiary 100.00% 2(87)(ii)
S.K. Ahire Marg, Worli,
Mumbai-400030
22 Aditya Birla Minacs Worldwide 3rd Floor, Foreign Company Subsidiary 99.85% 2(87)(ii)
Limited (ABMWL) (Subsidiary Millennium Towers,
of ABNLIT)* ITPL Road, Brookefields,
Bangalore 560 037
23 Aditya Birla Minacs Philippines Inc. 1800 Eastwood Ave Foreign Company Subsidiary 99.85% 2(87)(ii)
(ABMPI) (100 % Subsidiary of Building, 10/F East Wood
ABMWL)* City, Cyber Park 188E
Rodrguez JR Ave,
Bagumbaya,
QC Philippines
24 AV TransWorks Limited (AVTL) 1189 Colonel Sam Drive, Foreign Company Subsidiary 99.85% 2(87)(ii)
(100 % Subsidiary of ABMWL)* Oshawa ON L1H 8W8
25 Aditya Birla Minacs Worldwide Inc. 1189 Colonel Sam Drive, Foreign Company Subsidiary 99.85% 2(87)(ii)
(ABMWI) (100% Subsidiary of AVTL)* Oshawa ON L1H 8W8
26 Aditya Birla Minacs BPO Ltd, U.K. Fairfax House, Foreign Company Subsidiary 99.85% 2(87)(ii)
(ABMBL) (100 % Subsidiary of 15 Fulwood Place,
ABMWI)* London, WCIV 6AY
27 Aditya Birla Minacs BPO Private Unit no. 801, 802, U72400MH1998PTC117241 Subsidiary 100.00% 2(87)(ii)
Limited (ABMBPL) (Subsidiary of 8th Floor, Symphony IT
ABNLIT w.e.f. January 24, 2014, Park,Chandivali
earlier subsidiary of ABMWL) Farm Road, Andheri
(East), Mumbai-400072
28 Minacs Worldwide SA de CV Avenida Moctezuma Foreign Company Subsidiary 99.85% 2(87)(ii)
(MWSC) (100 % Subsidiary of 3515, Esq. Lpez Mateos
ABMWI)* Sur Edificio Astral Plaza,
Guadalajara, Mexico
29 The Minacs Group (USA) Inc.(MGI) 34115 Twelve Mile Road, Foreign Company Subsidiary 99.85% 2(87)(ii)
(100% Subsidiary of ABMWI)* Farmington Hills,
Michigan 48331
30 Bureau of Collection Recovery, 7575 ,Corporate Way, Foreign Company Subsidiary 99.85% 2(87)(ii)
LLC (BCR) (100% Subsidiary of Eden Prairie,
MGI)* Minnesota 55344
31 Minacs Limited, U.K. (ML) (100% Chartered House, 75 Foreign Company Subsidiary 99.85% 2(87)(ii)
Subsidiary of ABMWI)* London Road,Headington,
Oxford, OX3 9BB
32 Minacs Worldwide GmbH (MWGH), Im Eichsfeld 6, 65428 Foreign Company Subsidiary 99.85% 2(87)(ii)
Germany (100 % Subsidiary of ML)* Rsselsheim
33 Minacs Kft., Hungary (100% 1114 Budapest, Foreign Company Subsidiary 99.85% 2(87)(ii)
Subsidiary of MWGH)* Ulszl street 27,
Hungary
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE IV
Sl. Name of the Address of the CIN /GLN Holding/ % of shares Applicable
No. Subsidiary Company Company Subsidiary/ held Section
Associate
34 Aditya Vikram Global Trading House IFS Court, Foreign Company Subsidiary 100.00% 2(87)(ii)
Limited (AVGTHL) (ceased to be Twetny Eight
subsidiary w.e.f. Cybercity, EBENE
29th September 2014)
35 Birla Sun Life Insurance One Indiabulls Centre, U99999MH2000PLC128110 Subsidiary 74.00% 2(87)(ii)
Company Limited (BSLICL) Tower 1, 16th Floor,
Jupiter, Mill Compound,
841, S. B. Marg,
DIRECTORS REPORT
Elphinstone Rd.
Mumbai-400013
36 Birla Sun Life Pension Management One Indiabulls Centre, U66000MH2015PLC260801 Subsidiary 74.00% 2(87)(ii)
Limited (Subsidiary Tower 1, 16th Floor,
of BSLICL) (BSLPML) Jupiter,Mill Compound,
841, S. B. Marg,
Elphinstone Rd.
Mumbai-400013
37 ABNL Investment Limited Indian Rayon Compound, U65910GJ1994PLC022685 Subsidiary 100.00% 2(87)(ii)
(ABNLIL) Junagadh Veraval Road,
Gujarat-362266
38 Shaktiman Mega Food Park Private Survey No. 1507,Indian U45209GJ2010PTC063113 Subsidiary 100.00% 2(87)(ii)
Limited (SMFP) (Ownership interest Rayon Compound,
upto 15th January, 2015, 94.00%) Junagadh Veraval Road,
Gujarat-362266
39 Madura Garments Lifestyle Retail Indian Rayon Compound, U18101GJ2007PLC058604 Subsidiary 100.00% 2(87)(ii)
Company Limited (MGLRCL) Junagadh Veraval Road,
Gujarat-362266
40 Indigold Trade and Services Limited Indian Rayon Compound, U18101GJ2007PLC078595 Subsidiary 100.00% 2(87)(ii)
(ITSL) Junagadh Veraval Road,
Gujarat-362266
41 Pantaloons Fashions and Retail 701-704, 7TH FLOOR, L18101MH2007PLC233901 Subsidiary 72.62% 2(87)(ii)
Limited. (PFRL) (Subsidiary of ITSL) SKYLINE ICON BUSINESS
(Ownership interest upto PARK, 86-92 OFF
29th September 2014, 67.95%) A. K. ROAD,
MAROL VILLAGE,
ANDHERI EAST,MUMBAI,
Maharashtra-400059
JOINT VENTURES
1 IDEA Cellular Limited SUMAN TOWER, L32100GJ1996PLC030976 Joint Venture 23.28% 2(6)
PLOT NO.18, SECTOR-11,
GANDHINAGAR,
Gujarat- 382011
ASSOCIATES
1 Birla Securities Limited. (BSL) Apeejay, 2nd Floor, U65990MH1994PLC078597 Associate 50.00% 2(6)
(ceased to be an associate w.e.f. Shahid Bhagat Singh
15th November 2014) Road, Fort,
Mumbai - 400 001
* (ceased to be subsidiary w.e.f. 9th May, 2014)
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CMYK
DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
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 year
shareholders (As on 01.04.2014) (As on 31.03.2015) % Change
Demat Physical Total % of Total Demat Physical Total % of Total during the
shares shares year
A. Promoters
1 Indian
(a) Individual/HUF 136,203 - 136,203 0.10 136,203 - 136,203 0.10 -
(b) Central Govt - - - - - - - - -
DIRECTORS REPORT
64
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE IV
DIRECTORS REPORT
ii) Individual
shareholders
holding nominal
share capital in
excess of Rs.1lakh 394,996 24,144 419,140 0.32 1,053,406 34,990 1,088,396 0.84 0.51
Qualified Foreign
Investor - - - - - - - - -
c) Others (specify)
Non-Resident
(REP) 486,473 369,461 855,934 0.66 465,851 309,063 774,914 0.60 -0.06
Non-Resident
(Non-REP) 151,647 30,647 182,294 0.14 170,966 18,235 189,201 0.15 0.01
Non-Domestic
Cos/OCB - 8,767 8,767 0.01 - 1,441 1,441 - -0.01
Foreign National 14,737 - 14,737 0.01 14,737 - 14,737 0.01 -
Foreign Financial
Banks 2,465 3,811 6,276 - 2,465 3,792 6,257 - -
Sub-total (B)(2): 13,946,279 2,821,494 16,767,773 12.89 15,129,025 2,463,290 17,592,315 13.52 0.63
Total Public
Shareholding
(B)=(B)(1)+(B)(2) 49,593,684 2,864,539 52,458,223 40.33 50,018,201 2,505,836 52,524,037 40.36 0.03
TOTAL (A)+(B) 124,038,381 2,864,539 126,902,920 97.55 124,462,898 2,505,836 126,968,734 97.57 0.01
C. Shares held by
Custodian for
GDRs & ADRs
Promoter and
Promoter Group 1,425,000 - 1,425,000 1.10 1,425,000 - 1,425,000 1.09 -
Public 1,756,381 671 1,757,052 1.35 1,742,788 671 1,743,459 1.34 -0.01
Grand Total
(A+B+C) 127,219,762 2,865,210 130,084,972 100.00 127,630,686 2,506,507 130,137,193 100.00 -
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DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(ii) Shareholding of Promoters
Sr. Shareholders name Shareholding at the beginning of the year Share holding at the end of the year % Change in
No. (As on 01.04.2014) (As on 31.03.2015) shareholding
No. of shares % of total %of Shares No. of shares % of total %of Shares during the
Shares of the Pledged / Shares of the Pledged / year
company encumbered company encumbered
to total to total
shares shares
1 Mr. Aditya Vikram Kumar
Mangalam Birla HUF 150 0.00 0.00 150 0.00 0.00 0.00
DIRECTORS REPORT
2 Mr. Kumar Mangalam Birla 4,609 0.00 0.00 4,609 0.00 0.00 0.00
3 Mrs. Rajashree Birla 127,634 0.10 0.00 127,634 0.10 0.00 0.00
4 Mrs. Neerja Birla 1,975 0.00 0.00 1,975 0.00 0.00 0.00
5 Mrs. Vasavadatta Bajaj 1,835 0.00 0.00 1,835 0.00 0.00 0.00
6 Birla Group Holdings
Pvt.Ltd. 3,610,300 2.78 0.00 3,610,300 2.77 0.00 0.00
7 TGS Investment and Trade
Pvt. Ltd. 13,506,736 10.38 0.00 13,506,736 10.38 0.00 0.00
8 Trapti Trading &
Investments Pvt. Ltd. 9,423,935 7.24 0.00 9,423,935 7.24 0.00 0.00
9 Turquoise Investments &
Finance Pvt. Ltd. 6,441,092 4.95 0.00 6,441,092 4.95 0.00 0.00
10 Birla Consultants Ltd. 28,655 0.02 0.00 28,655 0.02 0.00 0.00
11 Birla Industrial Finance
(India) Ltd. 27,790 0.02 0.00 27,790 0.02 0.00 0.00
12 Birla Industrial Investments
(India) Ltd. 5,955 0.00 0.00 5,955 0.00 0.00 0.00
13 ECE Industries Limited 119,163 0.09 0.00 119,163 0.09 0.00 0.00
14 Grasim Industries Limited 3,345,816 2.57 0.00 3,345,816 2.57 0.00 0.00
15 Hindalco Industries Limited 8,650,412 6.65 0.00 8,650,412 6.65 0.00 0.00
16 IGH Holdings Private
Limited 16,352,102 12.57 0.00 16,352,102 12.57 0.00 -0.01
17 Manav Investment &
Trading Co. Ltd. 114,675 0.09 0.00 114,675 0.09 0.00 0.00
18 Pilani Investment &
Industries Corporation Ltd. 187,098 0.14 0.00 187,098 0.14 0.00 0.00
19 Umang Commercial
Company Limited 12,494,765 9.61 0.00 12,494,765 9.60 0.00 0.00
TOTAL 74,444,697 57.23 0.00 74,444,697 57.20 0.00 -0.02
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(iii) Change in Promoters Shareholding (please specify, if there is no change)
Particulars Shareholding at the beginning Cumulative Shareholding
of the year (as on 01.04.2014) during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
company company
At the beginning of the year 74,444,697 57.23 74,444,697 57.23
Date wise Increase / Decrease in Promoters Share holding
during the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc): 0 -0.03 0 -0.03
At the end of the year (as on 31.03.2015) 74,444,697 57.20 74,444,697 57.20
Note: (i) There is no change in total shareholding of promoters during 01.04.2014 and 31.03.2015.
(ii) The decrease in % of total promoter holding in the Company from 57.23% to 57.20% is due to increase in total no. of shares of the Company pursuant to allotment of 52,221 shares
against exercise of Options.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE IV
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 Shareholding
No. of the year (as on 01.04.2014) Decrease in during the year
shareholding
No. of shares % of total No. of % of total
at the beginning shares of the shares shares of the
(01.04.2014) / end company company
of the year
(31.03.2015)
1 LIFE INSURANCE 8,286,305 6.37 01.04.2014 - - 8,286,305 6.37
CORPORATION OF INDIA 04.04.2014 50,000 Purchase 8,336,305 6.41
DIRECTORS REPORT
(INCLUDING SHARES HELD 30.04.2014 -42,460 Sell 8,293,845 6.38
UNDER VARIOUS 31.07.2014 85,702 Purchase 8,379,547 6.44
SCHEMES/FUNDS) 14.08.2014 63,934 Purchase 8,443,481 6.49
19.09.2014 -20,000 Sell 8,423,481 6.47
30.09.2014 -5,935 Sell 8,417,546 6.47
17.10.2014 -104,095 Sell 8,313,451 6.39
24.10.2014 -53,016 Sell 8,260,435 6.35
31.10.2014 -148,396 Sell 8,112,039 6.23
07.11.2014 -390,756 Sell 7,721,283 5.93
14.11.2014 -117,545 Sell 7,603,738 5.84
21.11.2014 -31,920 Sell 7,571,818 5.82
28.11.2014 -52,475 Sell 7,519,343 5.78
05.12.2014 -43,394 Sell 7,475,949 5.75
12.12.2014 -27,462 Sell 7,448,487 5.72
19.12.2014 84,669 Purchase 7,533,156 5.79
30.01.2015 -45,141 Sell 7,488,015 5.75
07.02.2015 -44,701 Sell 7,443,314 5.72
13.02.2015 -5,477 Sell 7,437,837 5.72
20.02.2015 -77,391 Sell 7,360,446 5.66
27.02.2015 -5,141 Sell 7,355,305 5.65
13.03.2015 -20,000 Sell 7,335,305 5.64
20.03.2015 -10,000 Sell 7,325,305 5.63
7,276,236 5.59 31.03.2015 -49,069 Sell 7,276,236 5.59
2 HSBC GLOBAL INVESTMENT 2,221,276 1.71 01.04.2014 - - 2,221,276 1.71
FUNDS A/C HSBC GIF 13.06.2014 -18,021 Sell 2,203,255 1.69
MAURITIUS LTD. 20.06.2014 -66,148 Sell 2,137,107 1.64
04.07.2014 -4,066 Sell 2,133,041 1.64
04.07.2014 -31,559 Sell 2,101,482 1.61
29.08.2014 -1,710 Sell 2,099,772 1.61
12.09.2014 -11,931 Sell 2,087,841 1.60
19.09.2014 -26,894 Sell 2,060,947 1.58
30.09.2014 -28,748 Sell 2,032,199 1.56
28.11.2014 -35,280 Sell 1,996,919 1.53
1,996,919 1.53 31.03.2015 - 1,996,919 1.53
3 RELIANCE CAPITAL TRUSTEE CO. 1,442,366 1.11 01.04.2014 - No change 1,442,366 1.11
LTD. A/C RELIANCE GROWTH FUND 1,442,366 1.11 31.03.2015 1,442,366 1.11
4 MORGAN STANLEY ASIA 989,158 0.76 01.04.2014 - - 989,158 0.76
(SINGAPORE) PTE. 18.04.2014 -9,500 Sell 979,658 0.75
25.04.2014 -7,750 Sell 971,908 0.75
02.05.2014 -68,626 Sell 903,282 0.69
09.05.2014 -2,000 Sell 901,282 0.69
23.05.2014 -20,251 Sell 881,031 0.68
31.05.2014 -44,035 Sell 836,996 0.64
20.06.2014 -1,500 Sell 835,496 0.64
30.06.2014 -890 Sell 834,606 0.64
11.07.2014 -57,750 Sell 776,856 0.60
18.07.2014 -3,750 Sell 773,106 0.59
25.07.2014 250 Purchase 773,356 0.59
08.08.2014 25,000 Purchase 798,356 0.61
29.09.2014 31,421 Purchase 829,777 0.64
17.10.2014 92,595 Purchase 922,372 0.71
07.11.2014 17,500 Purchase 939,872 0.72
14.11.2014 376 Purchase 940,248 0.72
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67
CMYK
DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) (continued)
Sl. Name of the Shareholder Shareholding at the beginning Date Increase / Reason Cumultive Shareholding
No. of the year (as on 01.04.2014) Decrease in during the year
shareholding
No. of shares % of total No. of % of total
at the beginning shares of the shares shares of the
(01.04.2014) / end company company
of the year
(31.03.2015)
21.11.2014 1,750 Purchase 941,998 0.72
28.11.2014 25,311 Purchase 967,309 0.74
05.12.2014 -376 Sell 966,933 0.74
31.12.2014 46,418 Purchase 1,013,351 0.78
DIRECTORS REPORT
68
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE IV
iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) (continued)
Sl. Name of the Shareholder Shareholding at the beginning Date Increase / Reason Cumultive Shareholding
No. of the year (as on 01.04.2014) Decrease in during the year
shareholding
No. of shares % of total No. of % of total
at the beginning shares of the shares shares of the
(01.04.2014) / end company company
of the year
(31.03.2015)
10 GOVERNMENT OF SINGAPORE 711,025 0.55 01.04.2014 - - 711,025 0.55
04.04.2014 20,417 Purchase 731,442 0.56
11.04.2014 -13,108 Sell 718,334 0.55
18.04.2014 -13,520 Sell 704,814 0.54
DIRECTORS REPORT
31.05.2014 -10,762 Sell 694,052 0.53
06.06.2014 -10,553 Sell 683,499 0.53
20.06.2014 -1,872 Sell 681,627 0.52
30.06.2014 -3,856 Sell 677,771 0.52
04.07.2014 -1,355 Sell 676,416 0.52
11.07.2014 -373 Sell 676,043 0.52
31.07.2014 -18,092 Sell 657,951 0.51
29.08.2014 32,551 Purchase 690,502 0.53
05.09.2014 -5,030 Sell 685,472 0.53
12.09.2014 26,971 Purchase 712,443 0.55
19.09.2014 135,890 Purchase 848,333 0.65
17.10.2014 7,080 Purchase 855,413 0.66
24.10.2014 -304 Sell 855,109 0.66
31.10.2014 8,224 Purchase 863,333 0.66
07.11.2014 16,351 Purchase 879,684 0.68
21.11.2014 -499 Sell 879,185 0.68
28.11.2014 -1,226 Sell 877,959 0.67
05.12.2014 -2,636 Sell 875,323 0.67
12.12.2014 1,236 Purchase 876,559 0.67
19.12.2014 -175,723 Sell 700,836 0.54
31.12.2014 -3,378 Sell 697,458 0.54
16.01.2015 11,651 Purchase 709,109 0.54
13.02.2015 10,660 Purchase 719,769 0.55
20.02.2015 -501 Sell 719,268 0.55
06.03.2015 641 Purchase 719,909 0.55
722,715 0.56 31.03.2015 2,806 Purchase 722,715 0.56
11 DIMENSIONAL EMERGING 620,942 0.48 01.04.2014 - - 620,942 0.48
MARKETS VALUE FUND 09.05.2014 4,033 Purchase 624,975 0.48
(w.e.f. 13/06/2014) 23.05.2014 16,141 Purchase 641,116 0.49
31.05.2014 2,052 Purchase 643,168 0.49
06.06.2014 5,509 Purchase 648,677 0.50
13.06.2014 5,040 Purchase 653,717 0.50
20.06.2014 6,771 Purchase 660,488 0.51
30.06.2014 2,239 Purchase 662,727 0.51
04.07.2014 3,201 Purchase 665,928 0.51
11.07.2014 1,531 Purchase 667,459 0.51
18.07.2014 1,985 Purchase 669,444 0.51
31.07.2014 624 Purchase 670,068 0.52
14.08.2014 2,760 Purchase 672,828 0.52
22.08.2014 4,379 Purchase 677,207 0.52
29.08.2014 13,173 Purchase 690,380 0.53
05.09.2014 18,148 Purchase 708,528 0.54
12.09.2014 9,278 Purchase 717,806 0.55
19.09.2014 11,681 Purchase 729,487 0.56
30.09.2014 7,547 Purchase 737,034 0.57
17.10.2014 2,084 Purchase 739,118 0.57
28.02.2015 6,605 Purchase 745,723 0.57
06.03.2015 22,508 Purchase 768,231 0.59
13.03.2015 10,918 Purchase 779,149 0.60
20.03.2015 12,429 Purchase 791,578 0.61
802,697 0.62 31.03.2015 11,119 Purchase 802,697 0.62
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69
CMYK
DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) (continued)
Sl. Name of the Shareholder Shareholding at the beginning Date Increase / Reason Cumultive Shareholding
No. of the year (as on 01.04.2014) Decrease in during the year
shareholding
No. of shares % of total No. of % of total
at the beginning shares of the shares shares of the
(01.04.2014) / end company company
of the year
(31.03.2015)
12 FRANKLIN TEMPLETON - - 02.05.2014 98,870 Purchase 98,870 0.08
INVESTMENT FUNDS 09.05.2014 301,130 Purchase 400,000 0.31
(w.e.f. 13/06/2014) 23.05.2014 170,000 Purchase 570,000 0.44
DIRECTORS REPORT
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
v. Shareholding of Directors and Key Managerial Personnel
Sl. For Each of the Directors Shareholding at the beginning Date Increase / Reason Cumultive Shareholding
No. and KMP of the year (as on 01.04.2014) Decrease in during the year
shareholding
Name No. of shares % of total No. of % of total
at the beginning shares of the shares shares of the
(01.04.2014) / end company company
of the year
(31.03.2015)
1 Mr. Kumar Mangalam Birla 4,609 - 01.04.2014 - No Change
4,609 - 31.03.2015 4,609 -
2 Mrs. Rajashree Birla 127,634 0.10 01.04.2014 - No Change
127,634 0.10 31.03.2015 127,634 0.10
3 Ms. Tarjani Vakil 177 - 01.04.2014 - No Change
177 - 31.03.2015 177 -
4 Mr. G.P. Gupta 339 - 01.04.2014 - No Change
339 - 31.03.2015 339 -
5 Mr. Sushil Agarwal 1,657 - 01.04.2014 Allotment of
12.08.2015 1010 Shares against
exercise of 2,667 -
2,667 - 31.03.2015 Options 2,667 -
6 Mr. S C Bhargava 233 - 01.04.2014 - No Change
233 - 31.03.2015 233 -
7 Dr. Rakesh Jain (upto 30.06.2014) 3,368 - 01.04.2014 - Allotment of -
- 12.08.2015 15149 Shares against -
exercise of
18,517 31.03.2015 Options 18,517 0.01
8 Mr. Ashok Malu (Joined as a
Jt. President & Company
Secretary w.e.f. : 01.03.2015) 468 - No Change 468 -
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE IV
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rs. in Crore)
Secured Unsecured Deposits Total
Loans Loans
excluding
deposits
Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1,779 1,974 - 3,753
ii) Interest due but not paid - - - -
DIRECTORS REPORT
iii) Interest accrued but not due 7 25 - 32
Total (i+ii+iii) 1,787 1,999 - 3,785
Change in Indebtedness during the financial year
Addition 37 635 -
Reduction 620 118 -
Net Change -582 517 - 65
Indebtedness at the end of the financial year
i) Principal Amount 1,197 2,492 - 3,688
ii) Interest due but not paid - - -
iii) Interest accrued but not due 6 26 - 32
Total (i+ii+iii) 1,203 2,518 - 3,720
71
CMYK
DIRECTORS REPORT - ANNEXURE IV Aditya Birla Nuvo Limited - Annual Report 2014-2015
1 Mr. Kumar
Mangalam Birla NA - - - 0.80 410.60 - 411.40 411.40 ** ***
2 Mrs. Rajashree Birla NA - - - 1.80 15.25 - 17.05 17.05 ** ***
3 Mr. Bihari Lal Shah
(ceased to be a
Director
w.e.f. 25.09.2014) NA - - - 0.60 1.40 - 2.00 2.00 ** ***
4 Mr. Pejavar Murari 2.10 2.70 - 4.80 - - - - 4.80 ** ***
5 Mr. Baldev Raj
Gupta 3.70 4.70 - 8.40 - - - - 8.40 ** ***
6 Ms. Tarjani Vakil 4.70 5.55 - 10.25 - - - - 10.25 ** ***
7 Mr. Gian Prakash
Gupta 2.30 4.80 - 7.10 - - - - 7.10 ** ***
8 Mr. Subhash
Chandra Bhargava 2.40 3.15 - 5.55 - - - - 5.55 ** ***
9 Mr. Tapasendra
Chattopadhyay
(Nominee Director) - - - - 1,10 1.85 - 2.95 2.95 ** ***
Total 15.20 20.90 - 36.10 4.30 429.10 - 433.40 469.50 ** ***
* Overall ceiling as per the Act (being 10% of the net profit as worked out as per Section 198 of the Companies Act, 2013) is Rs. 7,262 lakh.
** Total Managerial Remuneration A + B = Rs. 2,084.97 Lakh
*** Overall ceiling as per the Act (being 11% of the net profit as worked out as per Section 198 of the Companies Act, 2013) is Rs. 7,994 lakh.
72
CMYK
Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 read with erstwhile SEBI (Employees Stock Options Scheme and Employees Stock
Purchase Scheme) Guidelines, 1999
ESOS - 2006 ESOS - 2013
Particulars Details of Employee Stock Options as on March 31, 2015 Details of Employee Stock Options as on March 31, 2015 Details of Restricted Stock Units as on March 31, 2015
Tranche 1 Trance 2 Tranche 3 Tranche 4 Tranche 5 Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2 Tranche 3
rd th th th th th th th
(23 August, 2007) (25 January, 2008) (20 August, 2010) (8 September, 2010) (7 June, 2011) (7 December, 2013) (29 January, 2014) (12 November, 2014) (7th December, 2013) (29th January, 2014) (12th November, 2014)
a) Number of Stock Options Granted 1,63,280 1,66,093 17,174 11,952 3,370 1,04,272 16,239 35,060 1,01,731 9,567 12,630
b) The pricing formula The exercise price was The exercise price was the The exercise price was The exercise price was The exercise price was The exercise price was the The exercise price was the The exercise price was the RSUs be granted at an RSUs be granted at an RSUs be granted at an
determined by averaging the closing market price,prior to determined by averaging the determined by averaging the determined by averaging the closing market price of the closing market price of the closing market price of the exercise price of ` 10/- each exercise price of ` 10/- each exercise price of ` 10/- each
daily closing price of the the date of grant.In closing price of the closing price of the closing price of the equity shares of the Company equity shares of the equity shares of the (i.e. at the face value of the (i.e. at the face value of the (i.e. at the face value of the
companies equity shares accordance with the approval Companys equity shares, for Companys equity shares, for Companys equity shares, for 1 day prior to the date of Company 1 day prior to the Company 1 day prior to the Equity Shares of the Equity Shares of the Equity Shares of the
during 7 days immediately of the Board of Directors and the immediately preceding the immediately preceding the immediately preceding grant.(on 6 th Dec, 13) (at date of grant. (on 28th Jan, date of grant. (on 11th Nov, Company on the date of Company on the date of Company on the date of Grant
preceding the date of grant the Shareholders of the 7 days from the date of issue, 7 days from the date of issue 7 days from the date of issue N.S.E.) being ` 1239.80 per 14) (at N.S.E.) being 14) (at N.S.E.) being Grant of RSUs) (the RSU Grant of RSUs) (the RSU of RSUs) (the RSU Exercise
and discounting it by 10%. In Company, the ESOS and discounting it by 15%. and discounting it by 15%. and discounting it by 15%. option. ` 1053.85 per option. ` 1726.95 per option. Exercise Price). Exercise Price). Price).
accordance with the approval Compensation Committee Exercise Price: ` 687 per Exercise Price: ` 697 per Exercise Price: ` 748 per
of the Board of Directors and had re-priced the options option. option. option
the Shareholders of the from ` 1,802 to ` 687 per
Company, the ESOS option on 20th August, 2010
Compensation Committee
had re-priced the options from
` 1,180 to ` 687 per option on
20th August, 2010
c) Options Vested 1,20,111 54,355 14,141 10,269 2,527 8,498 4,061 NIL NIL NIL NIL
d) Options Exercised 87,454 26,290 7,071 5,047 NIL NIL NIL NIL NIL NIL NIL
e) The total number of shares arising as a
result of exercise of options 87,454 26,290 7,071 5,047 NIL 8,498 4,061 NIL NIL NIL NIL
f) Options forfeited/cancelled/lapse 57,222 111,738 3,033 1,683 NIL 56,916 NIL NIL 18,887 NIL NIL
g) Variation in terms of options NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
h) Money raised by exercise of options 60,080,898 18,061,230 4,857,777 3,517,759 NIL NIL NIL NIL NIL NIL NIL
Aditya Birla Nuvo Limited - Annual Report 2014-2015
i) Total number of options in force 18,604 28,065 7,070 5,222 3,370 47,356 16,239 35,060 82,844 9,567 12,630
j) Employee-wise details of options granted Mr. K.K. Maheshwari*: 20,200 Mr. Vikram Rao*: 43,400 NIL Dr. Rakesh Jain*: 6,730 NIL Mr. Sushil Agarwal : 26,230 NIL Mr. Lalit Naik : 32,766 Mr. Sushil Agarwal : 9,443 Dr. Bir Kapoor : 1,790 Mr. Lalit Naik : 11,804
Dr. Bharat K. Singh*: 20,200 Mr. K.K.Maheshwari*: 43,400 Mr. Sushil Agarwal: 5,222 Dr. Rakesh Jain*: 52,459 Dr. Rakesh Jain* : 18,887
Mr. Adesh Gupta*: 8,420
Mr. Vikram Rao*: 20,200 Mr. Raj Narayanan : 10,944 Mr. Pranab Barua : 16,997
Dr. Rakesh Jain*: 13,470 Mr. Ashish Dikshit : 7,012
Mr. Sushil Agarwal: 4,040
ii) Any other employee who received a grant in NIL Mr. Ashish Dikshit: 23,861 Mr. Rahul Mohnot: 4,044 NIL Dr. Bir Kapoor: 3,370 NIL Mr. Shriram Jagetiya : 3,460 NIL NIL Mr. Shriram Jagetiya : 1,247 Mr. Sanjeev Sachdev : 2,294
any one year of option amounting to 5% or Mr. Vishak Kumar*: 17,354 Mr. J. C. Laddha: 5,050 Mr. Rajesh Shah : 2,883 Mr. Rajesh Shah : 1,039
more of options granted during that year. Mr. Satyajit R.: 17,354 Mr. S. Visvanathan: 4,040 Ms. Meena Jagtiyani : 6,226 Ms. Meena Jagtiyani : 2,243
Mr. Shital Mehta:17,354 Mr. Surendra Goyal: 4,040
Mr. Vardharjan Venkatesan : 1,835 Mr. Vardharjan Venkatesan : 661
Mr. Jasvinder Kataria : 1,835 Mr. Jasvinder Kataria : 661
Mr. Shashank Pareek : 642
Mr. Yogendra Raghuvanshi : 642
Mr. Shailendra Pandey : 642
iii) Identified employees who were granted options NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
during any one year, equal to or exceeding 1%
of the issued capital (excluding outstanding
warrants and conversions) of the Company
at the time of grant.
k) i) Weighted-average exercise prices and weighted-
average fair values of options whose exercise NA
price equals the market price of the stock.
ii) Weighted-average exercise prices and Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise Weighted-average exercise
weighted-average fair values of options price: ` 687 price: ` 687 price: ` 687 price: ` 697 price: ` 748 price: ` 1,239.80 price: ` 1,053.85 price: ` 1,726.95 price: ` 10 price: ` 10 price: ` 10
whose exercise price is less than the Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value Weighted-average fair value
market price of the stock. per option : ` 355.12 per option : ` 366.54 per option : ` 471.44 per option : ` 486.82 per option : ` 443.49 of options: ` 509.65 of options : ` 428.05 of options : ` 694.22 of RSUs: ` 1,195.33 of RSUs: ` 1,008.87 of RSUs: ` 1,684.01
iii) Weighted-average exercise prices and weighted-
DIRECTORS REPORT - ANNEXURE V
73
l) A description of the method and significant
assumptions used during the year to estimate Black - Scholes Merton Formula
the fair values of options, including
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DIRECTORS REPORT
CMYK
DIRECTORS REPORT
Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 read with erstwhile SEBI (Employees Stock Options Scheme and Employees Stock
L
Purchase Scheme) Guidelines, 1999
74
ESOS - 2006 ESOS - 2013
Particulars Details of Employee Stock Options as on March 31, 2015 Details of Employee Stock Options as on March 31, 2015 Details of Restricted Stock Units as on March 31, 2015
Tranche 1 Trance 2 Tranche 3 Tranche 4 Tranche 5 Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2 Tranche 3
rd th th th th th th th
(23 August, 2007) (25 January, 2008) (20 August, 2010) (8 September, 2010) (7 June, 2011) (7 December, 2013) (29 January, 2014) (12 November, 2014) (7th December, 2013) (29th January, 2014) (12th November, 2014)
On the Date of Grant
(i) Risk Free Interest Rate (%) 7.78 7.78 8.09 8.09 8.09 8.88 8.87 7.91 8.88 8.87 7.91
(ii) Expected Life (No of years) 5 5 5 5 5 5 5 5 5.50 5.50 5.50
(iii) Expected Volatility (%) 38 38 54.04 53.88 34.05 30.02 29.97 30.45 30.02 29.97 30.45
(iv) Dividend Yield (%) 0.52 0.52 0.86 0.86 0.57 0.61 0.73 0.42 0.62 1.23 0.70
(v) The price of the underlying share in market 1,283 1,948.70 816.85 839.80 905.10 1,239.80 1,053.85 1,726.95 1239.80 1053.85 1726.95
at the time of grant of options
On the Date of Re-pricing
(i) Risk-Free Interest Rate (%) 8.09 8.09
(ii) Expected Life (No. of Years) 5 5
(iii) Expected Volatility (%) 54.04 54.04
(iv) Dividend Yield (%) 0.36 0.50
(v) The Price of the underlying share in market 816.85 816.85
at the time of Re-pricing of options (`)
* Ceased to be in employment of the Company
Diluted earnings per share ` 40.49
Differences between the employee compensation cost, computed using intrinsic value of the stock options,
and the employee compensation cost that shall have been recognized if the fair value of the options was used. ` 2.59 Crore
The impact of this difference on profits and on EPS of the Company The effect of adopting the fair value on the net income and earnings per share for 2014-15 is as presented below:
DIRECTORS REPORT - ANNEXURE V
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE VI
DIRECTORS REPORT
continued with their efforts to improve energy Reduced power consumption for
usage efficiencies. instrument air by stopping one padding
air compressor. (750 KWH/Day) (270000
The Company is engaged in the continuous KWH/Annum)
process of energy conservation through
Reduced power consumption by
improved operational and maintenance
Replacing Electrolyzer D with Generation
practices.
Vb-40 (40 KWH/T) (3480840 KWH/Annum)
Steps taken by various divisions of the
Reduced power consumption by
Company in the direction are as under: Remembraning of Electrolyzer F (5.0 kWh/
I. RAYON DIVISION T of Caustic (204892 KWH/Annum)
Installation of energy efficient pumps in Reduced power consumption by
Engineer Room Cooling Tower Unit saving Remembraning of Electrolyzer G (6.0 kWh/
65670 KWH/Annum. T of Caustic (288876 KWH/Annum)
Installations of Variable frequency drive Reduced Power consumption by
on Strong caustic transferring pump 128/ Replacement of Old Low efficiency
5 Unit saving 14326 KWH/Annum. Motors by Latest available IE-3 motors for
various application (160 KWH/Day,)
Installation of China filter/CSY 2 return line (57600 KWH/Annum)
in Spin bath Unit saving 36500 KWH/
Annum. The energy conservations measures
taken in Rayon Division have resulted/will
Label Print applicator on Corrugated result in energy saving and consequent
Boxes in place of 2 nos. 0.5 HP Motors 2 decrease in the cost of production
Nos. 0.5 HP MOTORS bath Unit saving
The energy saved in terms of
2072 KWH/ Annum.
Number of units - 145277 KWH/Annum.
Power saving by using control system on
ETP pump in CSY Unit saving 11793 Rupees 7,26,385
KWH/Annum. As a percentage of total energy
Power saving through Gule tank agitator consumed by the Unit- 2.16%
stop in CSY 3 (7 Machine) Unit saving 900 II. MADURA DIVISION
KWH/Annum. Demand reduction by migrating to energy
Additional Ripening inverter room AHU efficient lighting in factories, warehouses
stopped Unit saving 14016 KWH/ Annum. and offices
Reduced power consumption for This was implemented in FY 14-15.
instrument air by stopping one padding Remaining facilities are lined up for this
air compressor. (750 KWH/Day) transformation in FY 16-17
Reduced power consumption by Adapting LED lighting with lesser wattage
Replacing Electrolyzer D with Generation requirement & higher lumen output has
Vb-40 (40 KWH/T) enabled us to reduce the total power
Reduced power consumption by consumption
Remembraning of Electrolyzer F (5.0 The energy saved in terms of
KWH/ T of Caustic) The annualized savings so far stands
Reduced power consumption by at 8.57 lakh units KWH/Annum.
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DIRECTORS REPORT - ANNEXURE VI Aditya Birla Nuvo Limited - Annual Report 2014-2015
76
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE VI
DIRECTORS REPORT
Replacement of existing cooling tower
These projects will be implemented in
fans with energy efficient fans based of
FY 2016
CFD analysis of fan blades
The total cost of implementation of the
proposal is ` 52 Lakh Replacement of tube lights with LED light
The energy saved in terms of Rupees in Township (Hospital, Guest House, Co-
57,300 (Rate Difference Grid/ Solar) operative, School, Club, CVR & Yamuna
House)
b. Madura Division
An amount of ` 1.5 Crore is proposed for Replacement of underwater light in
FY 16 as transformation Capex for energy Township Central park Fountain by LED
efficient lighting which result in Energy light.
Efficient Lighting with higher lumen output The cost of implementation of above
and that will reduce the power proposals will be ` 98 lakh.
consumption by 45% and it is proven from The impact of above Energy savings
past experience that the Capex spent is scheme will be as below:
with a ROI of maximum 2.5 years.
Number of units saved-3675 MKCL
` 1.17 Crore to install capacitor banks in
retail stores to improve power factor that Rupees- 1,28,94,324
resulted in Improving power factor As a percentage of total energy
wherever found low during the Pan India consumed by the Unit-0.06%
survey and that will reduce the
IV. INSULATORS DIVISION
consumption and the penalty that we
currently pay to power distribution a. Halol
companies for lower PF. An amount of ` 1.11 Crore is proposed
` 2 Crore to install remote energy for Thermopac which will be used for
monitoring in all facilities that resulted in generating Steam in Assembly & Curing
setting up of centralized remote energy chamber has been stopped and replaced
monitoring system which will bring with water spraying process, thereby
accuracy to the data and the analytical saving in energy.
tools will spot operational efficiency These projects will be implemented in 6
opportunities. This will enable a further months.
reduction of 3% of the consumption. The water Spray system ensured the
These projects will be implemented in required product quality instead of Steam
FY 2016.
curing process, which enabled the
The total cost of implementation of the stopping of the Thermopac unless there
proposal is ` 4.67 Crore.
is emergency.
The energy saved in terms of
The energy saved in terms of
The projected savings on consumption
with these three initiatives is 9 lakh units Number of units 21600 KWH for 6
(KWH) Annum. months
The projected savings on power Rupees - 21.21 lakh for 6 months.
costs with these three initiatives is As a percentage of total energy
` 91 lakh Annum. consumed by the Unit by 3%.
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DIRECTORS REPORT - ANNEXURE VI Aditya Birla Nuvo Limited - Annual Report 2014-2015
78
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE VI
been reviewed and modified and found commercial benefits in near future. In the
significant reduction in rejections which year 2014-15, Company achieved
has resulted in timely delivery of our production of 0.15 Lakh MT.
product to Powergrid. ii. Insulator Division
New products for high end segments a. Halol
245 KV hollow insulators have been Due to the reuse and consumption of ETP
developed for Alstom, ABB and Siemens sludge, the consumption of fresh material
to meet new requirements for Circuit has come down and there by the cost
breakers, CT and CVT. impact is about ` 1.75 Crore per annum.
b. Rishra Due to re-use of treated water, the
DIRECTORS REPORT
Development of Faster curing Cement to consumption of normal water has come
reduce Assembly cycle time and Improve down by 20%.
productivity. Due to the development of new product
LAPP-USA product development. designs for ABB, Alstom and Siemens the
Development of 210 KN and 420 KN market segment has been increased for
HVDC product. hollow insulators.
ii. Benefits derived as a result of above efforts b. Rishra
a. Rayon Division Reduction of curing time from 5 days to 1
day.
Improvement in process and productive
Simultaneously assembling of Pins and
capacity.
Caps.
There has been value addition in existing
Reduction in curing time and man power.
product.
Creation of space.
There has been significant improvement
resulted in dyed yarn quality. Reduction in handling rejection.
Better quality and marketability of Creation of new market and new business
product. opportunities.
There has been improvement in the iv. In case of imported technology (imported
customer operational efficiency. during the last three years reckoned from
Enhancement of Product Range the beginning of the Financial year)
b. Fertilizers Division Technology imported: a) Spool Spun yarn
Technology from
In the year 2014-15, Unit produced 4.55
ENKA,
Lacs MT of value added product Neem
Germany
Coated Urea for the farmers under the
- 2011-12;
brand name KRISHIDEV. The process
patent has been obtained for the in-house b) Cake Dyeing,
developed technology. In a very short Japan-2014-15
time, Unit has established a leadership The year of import : 2011-12 & 2014-15
position in the field of Neem coated Urea
Has technology been fully absorbed: Yes
and it has become the preferred choice
by the farmer. The Ministry of Fertilisers v. Expenditure incurred on on Research &
has allowed the 100% production as Development (R&D)
Neem Coated Urea. The Company spent ` 2.73 crore for
Customized Fertilizer after the initial Research & Development work during the
gestation period has become the year, which was approximately 0.03% of the
preferred choice of the fertilizer. The total revenue.
farmers have experienced 12-15%
enhanced crop yield for Wheat and C. FOREIGN EXCHANGE EARNINGS AND
Paddy and >20% yield for potato and OUTGO:
sugarcane. Thus the foundation for a new The information on foreign exchange earnings
concept and a strong product line has and outgo is contained in Notes to accounts
been established. This will give increasing as Note Nos. 27, 28 and 31.
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ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2014 2015
1 A brief outline of the Companys CSR policy, : To actively contribute to the social and economic
including overview of projects or programs development of the communities in which we
proposed to be undertaken and a reference operate. In so doing build a better, sustainable way
to the web link to the CSR policy and projects of life for the weaker sections of society, to contribute
or programs effectively towards inclusive growth and raise the
countrys human development index.
Our projects focus on education, healthcare,
sustainable livelihood, infrastructure development
and social reform, epitomizing a holistic approach
to inclusive growth.
DIRECTORS REPORT
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Project Somnath, Gujarat; incurred
Balwadies/play schools/ Jagdishpur, Amethi directly by
crches; Strengthening Dist, UP; Rishra, North company
Anganwadis 24 Parganas, WB
2. School Education Program Jamo, Jagdishpur, 93.69 85.69
Enrolment awareness Shukul Bazar,
programmes/events; Formal Singhpur, Tiloi of
schools; Education Material Amethi District, UP;
(Study materials, Uniform, Anekal Takua and
Books etc.); Scholarship Ramnagar District,
(Merit and Need based Bengaluru,
assistance) Karnataka; KGBV
School competitions /Best schools, Krishanagiri
teacher award; Cultural Dist:, Tamil Nadu;
events Veraval City Dist.
Quality of Education Gir Somnath, Gujarat;
(support teachers, Improve Rishra, Barasat, 24
education methods); Parganas, West Bengal
Specialised Coaching;
Exposure visits/awareness
Formal schools inside
campus(Company Schools)
Support to Midday
Meal Project
3. Education support Jamo, Jagdishpur, 47.38 48.03
programs: Shukul Bazar,
Knowledge Centre/Library; Singhpur, Tiloi of Amethi
Adult/Non Formal Education; District, UP; Anekal
Celebration of National days; Takua and Ramnagar
Computer education; District, Bengaluru,
Reducing drop out and KA.; KGBV schools,
Continuing Education; Krishanagiri Dist:, TN
Kastuba Gandhi Balika Adri; Veraval City
Vidyalaya; Career Dist. Gir Somnath,
counselling Gujarat; Rishra,
Barasat, 24 Parganas,
West Bengal
4. Vocational and Technical Anekal, Bengaluru, 21.71 26.31
Education: Karnataka; Rishra &
Strengthening ITIs; Skill Barasat, West Bengal;
Based Individual training Jagdishpur, Amethi
Programmes Dist, UP; Veraval,
Gir Somnath, Gujarat;
5. School Infrastructure: KGBV schools, 92.92 61.85
New School Building Krishanagiri Dist:, TN;
Construction; Renovation Schools from Anekal &
and Maintenance of School Ramnagar Taluk,
buildings; School Sanitation Karnataka; Veraval,
& drinking Water; School Gir Somnath, Gujarat;
Furniture & Fixtures. Jagdishpur, Amethi
Dist, UP
2. 1. Preventive Health Care: Health Jamo, Jagdishpur, 11.68 7.25 518.16 All expenses
Immunization; Pulse Polio Shukul Bazar, incurred
Programme; Health Check Singhpur, Tiloi of directly by
up camps; Mobile Amethi District, UP; company
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DIRECTORS REPORT
farming.
2. Animal Husbandry: Jamo, Jagdishpur, 0.60 2.74
Animal Vaccination and Shukul Bazar,
Treatment; Breed Singhpur, Tiloi of
improvement; Milk Amethi District, UP;
productivity improvement Veraval Block, Dist.
programmes and Trainings Gir Somnath, Gujarat
3. Non-farm & Skills Based Jamo, Jagdishpur, 78.86 61.42
Income generation Shukul Bazar,
Program: Singhpur, Tiloi of
Capacity Building Amethi District, UP;
Programmes; Rural Anekal Talka and
enterprise Development Ramnagar District,
and Income Generation Bengaluru, Karnataka;
programme(IGP) support; Veraval Block Gir
Support to SHGs for IGP Somnath, Gujarat;
Rishra, Barasat, 24
Parganas, West Bengal
4. Natural Resource Jamo, Jagdishpur, 9.74 2.53
conservation programs & Shukul Bazar,
Non-conventional Energy: Singhpur, Tiloi of
Bio gas support Programme; Amethi District, UP;
Solar Energy Support; Other Veraval Block, Dist.
energy efficient supports; Gir Somnath, Gujarat.
Plantations; Soil
Conservation; Land
development; Water
Conservation and harvesting
structures; Development of
Common pasture land;
5. Livelihood Infrastructure: 0.60
Construction of Check
Dams; Lift Irrigation -
4. Rural Infrastructure RuralJagdishpur, Jamo, 23.24 25.64 25.64 All
development: Construction Develop-
Amethi Dist, UP; expenses
and Repair of Health ment Rishra and Barasat, incurred
Education/ livelihood projects
24 Paragna, West directly by
projects: Bengal; Veraval Block, company
Gir Somnath Dist
Gujarat
5. 1. Institutional building & Social Jamo, Jagdishpur, 5.22 20.45 30.15 All
strengthening: Empower- Shukul Bazar, expenses
Strengthening and Formation ment Singhpur, Tiloi of incurred
of Community Based Amethi District, UP; directly by
Organisations/ SHGs Veraval Block, Dist. company
Gir Somnath, Gujarat;
Rishra, Barasat,
24 Parganas,
West Bengal
2. Support to development Anekal Takua and 1.80 2.52
organizations: Ramnagar District,
Support to Old age Homes; Bengaluru, Karnataka;
Orphanages etc. Rishra, Barasat,
24 Parganas,
West Bengal
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6. Reason for not spending two percent of the average net profit of the last three financial years on CSR:
In fact, Company has spent more than the 2% average net profit of the last 3 years as it has spent Rs 9.61 Crore as against
prescribed expenditure of Rs 9.41 Crore
RESPONSIBILITY STATEMENT
The Responsibility Statement of the Corporate Social Responsibility Committee of the Board of Directors of the Company is
reproduced below:
The implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 DIRECTORS REPORT - ANNEXURE VIII
At the Aditya Birla Group, we expect our executive ensure that pay policies and levels across the
team to foster a culture of growth and entrepreneurial Group are broadly equitable and support the
risk-taking. Our Executive Remuneration Groups global mobility objectives for executive
Philosophy/Policy supports the design of programs talent. Secondary reference points bring to the
that align executive rewards including incentive table, the executive pay practices and pay
programs, retirement benefit programs, promotion levels in other markets and industries, to
and advancement opportunities with the long-term appreciate the differences in levels and
DIRECTORS REPORT
success of our stakeholders. medium of pay and build in as appropriate
Our business and organizational model for decision making.
Our Group is a conglomerate and organized in a IV. Executive Pay Positioning
manner such that there is sharing of resources and We aim to provide competitive remuneration
infrastructure. This results in uniformity of business opportunities to our executives by positioning
processes and systems thereby promoting target total remuneration (including perks
synergies and exemplary customer experiences. and benefits, annual incentive pay-outs,
I. Objectives of the Executive Remuneration long term incentive pay-outs at target
Program performance) and target total cash
compensation (including annual incentive
Our executive remuneration program is
pay-outs) at target performance directionally
designed to attract, retain, and reward talented
between median and top quartile of the
executives who will contribute to our long-term
primary talent market. We recognize the size
success and thereby build value for our
and scope of the role and the market
shareholders.
standing, skills and experience of incumbents
Our executive remuneration program is while positioning our executives.
intended to:
We use secondary market data only as a
1. Provide for monetary and non-monetary reference point for determining the types
remuneration elements to our executives and amount of remuneration while principally
on a holistic basis believing that target total remuneration
2. Emphasize Pay for Performance by packages should reflect the typical cost
aligning incentives with business of comparable executive talent available in
strategies to reward executives who the sector.
achieve or exceed Group, business and
individual goals. V. Executive Pay-Mix
Our executive pay-mix aims to strike the
II. Executives appropriate balance between key
Our Executive Remuneration Philosophy/Policy components: (i) Fixed Cash compensation
applies to the following: (Basic Salary + Allowances) (ii) Annual
1. Directors of the Company Incentive Plan (iii) Long-Term Incentives (iv)
2. Key Managerial Personnel: Chief Executive Perks and Benefits
Officer and equivalent (e.g.: Deputy Annual Incentive Plan:
Managing Director), Chief Financial Officer We tie annual incentive plan pay-outs of our
and Company Secretary. executives to relevant financial and
3. Senior Management operational metrics achievement and their
III. Business and Talent Competitors individual performance. We annually align the
financial and operational metrics with
We benchmark our executive pay practices
and levels against peer companies in similar priorities/ focus areas for the business.
industries, geographies and of similar size. In Long-Term Incentive:
addition, we look at secondary reference Our Long-term incentive plans incentivize
(internal and external) benchmarks in order to stretch performance, link executive
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DIRECTORS REPORT - ANNEXURE VIII Aditya Birla Nuvo Limited - Annual Report 2014-2015
We aim to ensure that for both annual incentive for our executives.
plans and long term incentive plans, the target Risk and Compliance
performance goals shall be achievable and We aim to ensure that the Groups remuneration
realistic. programs do not encourage excessive risk
Threshold performance (the point at which taking. We review our remuneration programs
incentive plans are paid out at their minimum, for factors such as, remuneration mix overly
but non-zero, level) shall reflect a base-line weighted towards annual incentives, uncapped
level of performance, reflecting an estimated pay-outs, unreasonable goals or thresholds,
90% probability of achievement. steep pay-out cliffs at certain performance
Target performance is the expected level of levels that may encourage short-term decisions
to meet pay-out thresholds.
performance at the beginning of the
performance cycle, taking into account all Claw back Clause:
known relevant facts likely to impact measured In an incident of restatement of financial
performance. statements, due to fraud or non-compliance with
Maximum performance (the point at which the any requirement of the Companies Act 2013 and
maximum plan payout is made) shall be based the rules made thereafter, we shall recover from
on an exceptional level of achievement, our executives, the remuneration received in
reflecting no more than an estimated 10% excess, of what would be payable to him/her as
per restatement of financial statements,
probability of achievement.
pertaining to the relevant performance year.
VII. Executive Benefits and Perquisites
Implementation
Our executives are eligible to participate in
The Group and Business Centre of Expertise
our broad-based retirement, health and teams will assist the Nomination &
welfare, and other employee benefit plans. In Remuneration Committee in adopting,
addition to these broad-based plans, they are interpreting and implementing the Executive
eligible for perquisites and benefits plans Remuneration Philosophy/Policy. These
commensurate with their roles. These benefits services will be established through arms
are designed to encourage long-term careers length, agreements entered into as needs
with the Group. arise in the normal course of business.
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compliance of applicable statutory provisions and the
adherence to corporate practices by ADITYA BIRLA We have also examined compliance with the applicable
NUVO LIMITED (hereinafter called the Company) for clauses of the Listing Agreements entered into by the
the audit period covering the financial year ended on Company with the Stock Exchanges.
31st March, 2015. Secretarial Audit was conducted in a During the period under review, the Company has
manner that provided us a reasonable basis for generally complied with the provisions of the Act, Rules,
evaluating the corporate conducts / statutory Regulations, Guidelines etc. mentioned above.
compliances and expressing our opinion thereon. During the period under review, provisions of the
Based on our verification of the Companys books, following regulations were not applicable to the
papers, minute books, forms and returns filed and other Company:
records maintained by the Company and also the (i) The Securities and Exchange Board of India
information provided by the Company, its officers, agents (Delisting of Equity Shares) Regulations, 2009;
and authorized representatives during the conduct of (ii) The Securities and Exchange Board of India
Secretarial Audit; we hereby report that in our opinion, (Buyback of Securities) Regulations, 1998
the Company has, during the audit period generally (iii) Secretarial Standards issued by The Institute of
complied with the statutory provisions listed hereunder Company Secretaries of India (since not approved
and also that the Company has proper Board-processes by the Central Government).
and compliance mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter. We further report that -
We have examined the books, papers, minute books, The Board of Directors of the Company is duly constituted
forms and returns filed and other records maintained with proper balance of Executive Directors, Non-
by the Company for the financial year ended on 31st Executive Directors and Independent Directors. The
March, 2015 according to the provisions of: changes in the composition of the Board of Directors
(i) The Companies Act, 2013 (the Act) and the Rules that took place during the period under review were
made thereunder; carried out in compliance with the provisions of the Act.
(ii) The Securities Contracts (Regulation) Act, 1956 Adequate notice is given to all Directors to schedule the
(SCRA) and the Rules made thereunder; Board meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system
(iii) The Depositories Act, 1996 and the Regulations
exists for seeking and obtaining further information and
and Bye-laws framed thereunder;
clarifications on the agenda items before the meeting
(iv) Foreign Exchange Management Act, 1999 and the and for meaningful participation at the meeting.
Rules and Regulations made thereunder to the Decisions at the meetings of the Board of Directors of
extent of Overseas Direct Investment and External the Company were carried through on the basis of
Commercial Borrowings; majority. There were no dissenting views by any member
(v) The following Regulations and Guidelines of the Board of Directors during the period under review.
prescribed under the Securities and Exchange
Board of India Act, 1992 (SEBI Act) : We further report that
(a) The Securities and Exchange Board of India There are adequate systems and processes in the
(Substantial Acquisition of Shares and Company commensurate with the size and operations
Takeovers) Regulations, 2011; of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines
(b) The Securities and Exchange Board of India referred to above.
(Prohibition of Insider Trading) Regulations, 1992;
We further report that during the audit period there
(c) The Securities and Exchange Board of India was no specific event/action having a major bearing on
(Issue of Capital and Disclosure the Company s affairs in pursuance to the above referred
Requirements) Regulations, 2009; laws, rules, regulations, guidelines, etc referred to above.
(d) The Securities and Exchange Board of India
(Employee Stock Option Scheme and For BNP & Associates
Employee Stock Purchase Scheme) Company Secretaries
Guidelines, 1999; and The Securities and Keyoor Bakshi
Exchange Board of India (Share Based Place: Mumbai Partner
Employee Benefits) Regulations, 2014. Date:14th May, 2015 FCS 1844 / CP No.2720
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Section D: BR Information
1. Details of Director/Directors responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR Policy/Policies
DIN Number : 02943588
Name : Mr. Lalit Naik
Designation : Managing Director
b) Details of the BR Head
Sr. Particulars Details
No.
1. DIN Number NA
(if applicable)
2. Units Indian Rayon, Veraval Jaya Shree Textiles, Madura Fashion & Insulators (Halol and
Rishra Lifestyle Rishra) & Fertilizers,
Jagdishpur
Name Mr. Bir Kapoor Mr. S. Krishnamoorthy Mr. Ashish Dikshit Mr. Raj Narayanan
3. Designation Unit Head Unit Head Business Head Business Head
4. Telephone 02876-248401 033-26001200 0806-7271600/2600 Fertilizer, Jagdishpur-
number 05361-270032/39
Insulator Halol -
02676-221002
Insulator Rishra -
033-26723535
5. e-mail ID bir.kapoor@ s.krishnamoorthy@ ashish.dikshit@madura. raj.narayanan@
adityabirla.com adityabirla.com adityabirla.com adityabirla.com
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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 formulated
in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
3. Does the policy conform to any
National/International Standards? __
If yes, specify? (50 Words).
4. Has the policy been approved by
the Board? If yes, has it been
Yes
signed by MD / Owner / CEO /
Appropriate Board Director?
5. Does the Company have a specified
Committee of the Board/Director/
Official to oversee the Y Y Y Y Y Y Y Y Y
implementation of the policy?
6. Indicate the link for the policy to be www.adityabirlanuvo.com
.
viewed online? View restricted to employees
.
7. Has the policy been formally The policies are communicated to key internal
communicated to all relevant stakeholders and it is an ongoing process.
internal and external stakeholders?
8. Does the Company have in-house
structure to implement the policy/ Y Y Y Y Y Y Y Y Y
policies?
9. Does the Company have a grievance
redressal mechanism related to the
policy/policies to address Y Y Y Y Y Y Y Y Y
stakeholders grievances related
to the policy/policies?
10. Has the Company carried out Y Y Y Y Y Y Y Y Y
independent audit/evaluation of the
working of this policy by an internal Internal Auditors of the Company from time to
or external agency? time review implementation of these Policies.
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2a. If answer to Sr. No.1 against any principle, is No, please explain why: (Tick up to 2 options)
Sr.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The company has not understood
the Principles
2. The company is not at a stage
where it finds itself in a position to
formulate and implement the
policies on specified Principles
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which promotes slow release of nitrogen consumption of water during its use. It has
and consequential reduction in emission inbuilt processes to treat process
of Green House gases and simultaneously condensate generated in manufacturing
enhancing the growth of farmers. The Unit and condensate generated, is recycled /
also produces organic manure for reused. Besides this, about 55 % of the
improving organic content of the soil. total treated effluent water is utilized for
ii. To stop any accident due to speed or to irrigation purpose.
avoid any environmental release in the Madura Fashion & Lifestyle Unit has
atmosphere, Indian Rayon Unit has introduced a special range in denims
installed GPS (Global Positioning System) called Oxygeans which requires very
in the trucks carrying hazardous gases. less water for its manufacturing and 80 Ltrs
iii. Madura Fashions & Lifestyle Unit at of water is saved on production of every
Bangalore has eliminated the use of Poly denim trouser.
Bag and undertakes to recycle plastics, Jaya Shree Textile Unit has reduced its
medical waste and water coal consumption by 13% in last 5 years
2. For each such product, provide following (ii) Reduction during usage by consumers
details in respect of resource use (energy, (energy, water) has been achieved since
water, raw material etc.) per unit of product the previous year?
(optional):
At Madura Fashion & Lifestyle Unit, Louis
At Indo Gulf Fertilizers (IGF) Plant, customised Philippe has manufactures perma press
fertilisers have been launched to improve the range which is procured as non iron shirts.
nutrient level efficiency and reduce Consumers can iron the garments with
environmental losses. IGF has developed and less heat which actually saves the power/
are manufacturing neem coated Urea which energy and also enhances the life of the
promotes slow release of Nitrogen, garment.
consequential reduction in emission of Green
House Gases and simultaneously enhances At Indo Gulf Fertilizers Unit, Customised
growth of farmers. Organic manure is also Fertilisers improves agricultural
productivity by 10-15 % and reduces
produced to improve organic content of the
soil. environmental losses and Neem Coated
Urea improves productivity due to higher
The main products at IGF, whose design has nutrient efficiency.
incorporated social or environmental concerns,
risk and opportunities are Ammonia, Urea, 3. Does the company have procedures in place
Argon and Customised Fertiliser / Value added for sustainable sourcing (including
product. transportation)?
(i) Reduction during sourcing/production/ (i) If yes, what percentage of your inputs
distribution achieved since the previous was sourced sustainably? Also
year throughout the value chain? provide details thereof, in about 50
Customised Fertiliser plant is designed for words or so.
zero effluent. At various stages emission The Company has built up highly
control measures have been incorporated integrated horizontal and vertical
to keep the environmental emission below integration processes in its operation. All
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the major input under the Companys suit cover samples from the orphanage home.
control are sourced sustainably. If the quality is accepted, some percentage of
At Indo Gulf Fertilizers Unit, Natural Gas the suit cover requirement would be procured.
is used as major raw material for Ammonia At Indo Gulf Fertilizers Unit, HDPE bags are
/ Urea manufacturing. This gas is supplied procured from local vendors. Local service
by gas pipeline network of Gas Authority contractors are employed for providing
of India (GAIL). IGF has signed a Gas transport, civil, engineering, manpower supply,
Sales & Purchase Agreement and Gas and other related services. IGF team visits
Transport Agreement with GAIL. 100 % of these plants with the objective of cost
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2. Please indicate the Total number of * 100% safety training is imparted at the time of joining
employees hired on temporary /contractual/ Principle 4: Businesses should respect the
casual basis. interests of, and be responsive towards all
7,131 stakeholders, especially those who are
3. Please indicate the Number of permanent disadvantaged, vulnerable and marginalized.
women employees. 1. Has the company mapped its internal and
external stakeholders? Yes/No
7,742
Yes.
4. Please indicate the Number of permanent
BUSINESS RESPONSIBILITY REPORT
employees with disabilities. 2. Out of the above, has the company identified
the disadvantaged, vulnerable &
180
marginalized stakeholders?
5. Do you have an employee association that Yes.
is recognized by management?
3. Are there any special initiatives taken by the
Yes. company to engage with the disadvantaged,
6. What percentage of your permanent vulnerable and marginalized stakeholders. If
employees is members of this recognized so, provide details thereof in 50 words or so.
employee association? The Company endeavors to bring in inclusive
Practically all the non-supervisory permanent growth and the same are channelized through
employees at manufacturing locations are the Aditya Birla Centre for Community Initiatives
members of recognized employee association. and Rural Development. Several initiatives for
7. Please indicate the Number of complaints differently-abled people in local communities
relating to child labour, forced labour, at various plant locations include:
involuntary labour, sexual harassment in the Tailoring Training Classes for the rural
last financial year and pending, as on the women in co-ordination with IGNOU and
end of the financial year. Local NGO.
Sr. Category No. of complaints No. of complaints A private school in the vicinity of Rishra
No. filed during the pending as at has been adopted where the students of
financial year end of the underprivileged segment study.
financial year Jute production cum training center for the
1. Child labour / underprivileged women is undertaken at
forced Labour / Jaya Shree Textiles Rishra, to support their
involuntary labour NIL NIL regular income generation and the training
2. Sexual and market linkage of the product is
harassment NIL NIL prepared by them.
3. Discriminatory We advocate and support the needy
employment NIL NIL people in the society through supporting
Old Age, Orphanage centres.
8. What percentage of your under mentioned Education Aid support like Uniforms,
employees were given safety & skill up- Notebooks, desk etc. and Skill
gradation training in the last year? development programs (computer
Sr. Category of Employees Safety Skill Up education), special coaching classes
No. Training* gradation support (Spoken English) to the Rural
Govt. Schools students at Madura unit.
1. Permanent Employees 100% 84.25%
2. Permanent Women Principle 5: Businesses should respect and
Employees 100% 82.60% promote human rights.
3. Casual/Temporary/ 1. Does the policy of the Company on Human
Contractual Employees 100% 81.79% Rights cover only the Company or extends
4. Employees with Disabilities 100% 74% to the Group/Joint Ventures /Suppliers /
Contractors/NGOs/others?
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The Company has in place a Human Rights initiatives. The same is also available on the
Policy which extends to Units and Subsidiaries Companys website www.adityabirlanuvo.com
of the Company. 6. Are the Emissions/Waste generated by the
2. How many stakeholder complaints have Company within the permissible limits given
been received in the past financial year and by CPCB/SPCB for the financial year being
what percent was satisfactorily resolved by reported?
the management? Yes, the Emissions/Waste generated by the
No complaints were received during the year. Company are within the permissible limits given
The Company has taken several initiatives on Bombay Textiles Research Associations
clean technology, energy efficiency and 2. Have you advocated/lobbied through above
renewable energy. Please refer to Annexure VI associations for the advancement or
of the Directors Report of the Annual Report improvement of public good? Yes/No; if yes
FY 2014 -2015 for energy conservation specify the broad areas (drop box:
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Governance and Administration, Economic 5. Have you taken steps to ensure that this
Reforms, Inclusive Development Policies, community development initiative is
Energy security, Water, Food Security, successfully adopted by the community?
Sustainable Business Principles, Others) Please explain in 50 words, or so.
Yes, the broad areas are Water, Food, Yes, the Company has taken steps to ensure
Economic reforms, Environment and Energy that the Community Initiatives benefit the
issues and sustainable business. The platform Community. Projects evolve out of the felt
has been used to highlight and seek redressal needs of the communities and they are
on issues impacting domestic industry engaged intensely in all of these.
BUSINESS RESPONSIBILITY REPORT
survival
Principle 8: Businesses should support Principle 9: Businesses should engage with
inclusive growth and equitable development. and provide value to their customers and
1. Does the company have specified consumers in a responsible manner.
programmes/initiatives/projects in pursuit 1. What percentage of customer complaints/
of the policy related to Principle 8? If yes consumer cases are pending as on the end
details thereof. of financial year.
Yes, the Company has formulated a well The Company has a well-defined system of
defined CSR Policy which focuses on Health, addressing customer complaints. All
Education, Women Empowerment, Sustainable complaints are appropriately addressed and
Livelihood Development, Infrastructure resolved.
Support and Social Reforms etc.
2. Does the company display product
2. Are the programmes / projects undertaken information on the product label, over
through in-house team / own foundation / and above what is mandated as per local
external NGO /government structures/any laws? Yes/No/N.A. /Remarks (additional
other organization?
information)
The programmes/projects are undertaken
The Company displays product information as
through in-house teams/our foundation as well
mandated as per local laws.
as in partnership with Non Governmental
Organizations (NGOs) and governmental 3. Is there any case filed by any stakeholder
institutions to serve areas of community growth
against the company regarding unfair trade
and sustainable development.
practices, irresponsible advertising and/or
3. Have you done any impact assessment of anti-competitive behavior during the last
your initiative? five years and pending as on end of financial
Yes. year. If so, provide details thereof, in about
4. What is your Companys direct contribution 50 words or so.
to community development projects- NIL
Amount in INR and the details of the projects
undertaken? 4. Did your Company carry out any consumer
Company has spent an amount of Rs. 9.61 Crore survey/ consumer satisfaction trends?
on CSR activities on Education, Healthcare, Yes, Consumer Satisfaction Surveys are being
Sustainable Livelihood, Women Empowerment conducted periodically to assess the consumer
and Infrastructure Development. satisfaction.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CORPORATE GOVERNANCE REPORT
BOARD OF DIRECTORS
Composition of the Board
As on 31st March, 2015, your Companys Board comprises of 10 (Ten) Directors, which include
5 Independent Directors, 3 Non-Executive Directors (including a Nominee of LIC) and 2 Executive
Directors. The composition of your Board is in conformity with the requirements of Clause 49 of the
Listing Agreement as well as the Companies Act, 2013 (the Act). Your Directors on the Board are
experienced, competent and highly renowned persons in their respective fields.
All the Directors are liable to retire by rotation except the Independent Directors whose term of
5 consecutive years was approved by the shareholders of the Company in the Annual General Meeting
held on 11th September, 2014.
The details of the Directors with regards to their other directorships and positions held in the Committees
are as follows:
Name of the Director Executive/ No. of Outside Outside Committee
Non-Executive/ Directorship(s) Positions Held3
Independent1 in other Indian
Public Member Chairman/
Companies2 Chairperson
Mr. Kumar Mangalam Birla
(DIN:00012813) Non-Executive 8
Mrs. Rajashree Birla
(DIN:00022995) Non-Executive 5
Mr. B. L. Shah4
(DIN: 00017357) Non-Executive 2
Mr. P. Murari
(DIN:00020437) Independent 8 4 1
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
(DIN:00020021) Independent 10 5 1
Mr. G. P. Gupta
(DIN:00017639) Independent 4 3 1
Dr. Rakesh Jain5
(DIN:00020425) Managing Director 6 2
Mr. Lalit Naik6
(DIN:02943588) Managing Director 3
Mr. Sushil Agarwal
(DIN:00060017) Whole- time Director 5 2
Mr. T. Chattopadhyay
(DIN:00041581) Non Executive 1 1
Notes:
1. Independent Director means a Director as defined under Clause 49 of the Listing Agreement and in
Section 149 of the Act.
2. Excluding Directorships held in foreign companies and companies under Section 8 of the Act, 2013.
3. Only two committees viz. the Audit Committee and the Stakeholder Relationship Committee of all
public limited companies have been considered.
4. Mr. B.L. Shah ceased to be the Director of the Company with effect from 25th September, 2014.
5. Dr. Rakesh Jain has ceased to be the Managing Director & Director of the Company w.e.f.
1st July, 2014.
6. Mr. Lalit Naik has been appointed as the Managing Director of the Company w.e.f. 1st July, 2014.
7. No Director is related to any other Director on Board, except Mr. Kumar Mangalam Birla and
Mrs. Rajashree Birla, who are related as son and mother, respectively.
Non-Executive Directors Compensation and role in ensuring good governance and functioning
Disclosure of the Company. The Boards role, functions,
Sitting fees for attending the meetings of the Board/ responsibilities and accountabilities are well
Committees and Commission paid to the Non- defined. All relevant information is regularly placed
Executive Directors and the Independent Directors before the Board. The Board reviews compliance
have been recommended by the Nomination and reports of all laws as applicable to the Company,
Remuneration Committee of the Board and as well as steps taken by the Company to rectify
approved by the Board of Directors. The instances of non-compliances, if any. The members
Commission paid is within the overall limits as of the Board have complete freedom to express
approved by the shareholders. their opinion and decisions are taken after detailed
discussions.
Details of the Sitting fees / Commission paid to such
Directors are given separately in this Report. The Board meets at least once every quarter to
review the quarterly results and other items on the
Boards Functioning and Procedure
agenda and additional meetings are held as and
The Companys Board of Directors plays a primary when necessary.
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Five Board meetings were held during the year The Board has unfettered and complete access to
ended 31st March, 2015. The details of the Board any information within your Company. Members of
meetings held during the year under review, dates the Board have complete freedom to express their
on which held and number of Directors present are views on agenda items and can discuss any matter
as follows: at the meeting with the permission of the Chairman.
The Board periodically reviews all the relevant
Date of Board Board No. of Directors information, which is required to be placed before
Meeting Strength Present it pursuant to Annexure X to Clause 49 of the Listing
20th May, 2014 12 10 Agreement with the stock exchanges and in
th
26 June, 2014 12 10 particular reviews and approves corporate
strategies, business plans, annual budgets,
@ AGM held on 11th September 2014 at the registered office of the Company-Indian Rayon Compound,
Veraval
* Mr. B.L. Shah ceased to be the Director of the Company with effect from 25th September, 2014.
# Dr Rakesh Jain ceased to be the Director of the Company with effect from 30th June 2014.
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
the Code of Conduct for Board Members and said Code also provides for periodical disclosures
Senior Management is annexed at the end of the from Directors and Designated Employees of your
Report. The Code is available on the Companys
Company.
website.
Board training and Induction COMMITTEES OF BOARD
A formal letter of appointment together with an Your Board has constituted the Committees with
induction kit is provided to the Independent specific terms of reference as per the requirements
Directors at the time of their appointment stating of Clause 49 and the Act. There are 6 such
out their roles, functions, duties and responsibilities. Committees of the Board as elaborated under and
The Independent Directors are familiarised with the said Committees meet at such frequency as is
your Companys businesses and its operations. required to discharge the functions assigned to
Interactions are held between the Independent them.
Directors and senior management of your
1) AUDIT COMMITTEE
Company.
Qualified Independent Audit Committee
Performance evaluation of Board
The Company has an Audit Committee at the
A formal evaluation mechanism has been adopted Board level with powers and role that are in
by the Board for evaluating its performance as well
accordance with Clause 49 of the Listing
as performance of its Committees and the
Agreement and the Act.
individual directors of the Company. Performance
of all directors of the Company has been carried Composition of Audit Committee, its
out by way of structured evaluation process and meetings and attendance at meetings during
after seeking inputs from all the Directors. Criteria the year and sitting fees paid
for evaluation included attendance at the meetings,
The Audit Committee of the Board comprises
contribution at the meetings, preparedness for
meetings, effective decisions making ability, etc. four Independent Directors. As such, all the
members of the Companys Audit Committee are
Independent Directors meeting Independent Directors and are financially
In accordance with the provisions of Schedule IV literate. The composition of the Audit Committee
of the Companies Act, 2013 and Clause 49 of the meets the requirements of Section 177 of the
Listing Agreement, a meeting of the Independent Act and Clause 49 of the Listing Agreement.
Directors of your Company was held on
During the year, the Audit Committee met 7
10th February, 2015 without the presence of the
times to deliberate on various matters. The
Non-Independent Directors and the members of
meetings were held on 21 st April 2014,
the management. The Independent Directors
20th May 2014, 26th June 2014, 12th August 2014,
discussed the matters interalia including, the
performance/functioning of the Company, flow of 12th November 2014, 9th January 2015 and
information to the Board & Board Committees, etc. 10th February 2015.
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
Blower mechanism;
document / prospectus / notice and the
report submitted by the monitoring agency 19. Approval of appointment of CFO (i.e., the
monitoring the utilisation of proceeds of a whole-time Finance Director or any other
public or rights issue, and making person heading the finance function or
appropriate recommendations to the Board discharging that function) after assessing
to take up steps in this matter. the qualifications, experience and
background, etc. of the candidate.
7. Review and monitor the auditors
independence and performance, and 20. Carrying out any other function as is
effectiveness of audit process. mentioned in the terms of reference of the
Audit Committee.
8. Approval or any subsequent modification
of transactions of the company with related Audit Committee reviews the following
parties. information
9. Scrutiny of inter-corporate loans and
1. Management Discussion and Analysis of
investments.
financial condition and results of
10. Valuation of undertakings or assets of the operations;
company, wherever it is necessary.
2. Statement of significant related party
11. Evaluation of internal financial controls and transactions (as defined by the Audit
risk management systems. Committee), submitted by management;
12. Reviewing, with the management, 3. Management letters / letters of internal
performance of statutory and internal control weaknesses issued by the Statutory
auditors, adequacy of the internal control Auditors, if any;
systems.
4. Internal audit reports and discussion with
13. Reviewing the adequacy of internal audit the Internal Auditors on any significant
function, if any, including the structure of findings and follow-up thereon;
the internal audit department, staffing and
seniority of the official heading the 5. The appointment, removal and terms of
department, reporting structure coverage remuneration of the Internal Auditor.
and frequency of internal audit.
During the year, the Audit Committee has
14. Discussion with internal auditors of any reviewed the internal controls put in place to
significant findings and follow up there on. ensure that the accounts of your Company are
properly maintained and that the accounting
15. Reviewing the findings of any internal
transactions are in accordance with prevailing
investigations by the internal auditors into
laws and regulations. In conducting such
matters where there is suspected fraud or
reviews, the Committee found no material
irregularity or a failure of internal control
discrepancy or weakness in the internal control
systems of a material nature and reporting
system of your Company. The Committee has
the matter to the board.
also reviewed the procedures laid down by your
16. Discussion with statutory auditors before Company for assessing and managing the
the audit commences, about the nature and risks.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CORPORATE GOVERNANCE REPORT
In terms of the provisions of Section 178 of the During the year, the Committee met thrice to
Act, your Company has renamed its existing deliberate on various matters. The meetings
ESOS Compensation Committee as the were held on 26th June 2014, 12th November
2014 and 10th February 2015 respectively.
The composition, attendance and sitting fees paid are as follows:
Terms of reference of the Nomination and Employee Stock Options Scheme 2006
Remuneration Committee (ESOS-2006)
The Nomination Committee is authorised to: During the year, 5,430 Stock Options were
- set the level and composition of vested in the eligible employees, subject to the
remuneration which is reasonable and provisions of the Employee Stock Options
sufficient to attract, retain and motivate Scheme 2006, statutory provisions including
directors and Senior Managers of the Securities and Exchange Board of India
quality required to run the Company (Employee Stock Options Scheme and
successfully; Employee Stock Purchase Scheme)
- set the relationship of remuneration to Guidelines, 1999 as may be applicable from
performance; time to time and the rules and procedures set
out by your Company in this regard. Further,
- check whether the remuneration provided the Committee allotted 52,221 equity shares of
to directors and Senior Managers includes ` 10 each of your Company to Option Grantee
a balance between fixed and incentive pay pursuant to the exercise of Stock Options under
reflecting short and long-term performance the ESOS -2006.
objectives appropriate to the working of the
Company and its goals; Employee Stock Options Scheme 2013
(ESOS-2013)
- formulate appropriate policies , institute
processes which enable the identification During the year, the Committee granted 35,060
of individuals who are qualified to become Stock Options and 12,630 Restricted Stock
Directors and who may be appointed in Units to eligible employees of your Company
senior management and recommend to the subject to the provisions of the Companys
same to the Board; Employee Stock Option Scheme (Scheme
2013). 12,559 Stock Options have vested in
- review and implement succession and
the option grantees in terms of the provisions
development plans for Managing Director
of the Scheme 2013.
Executive Directors and Senior Managers;
- devise a policy on Board diversity; Remuneration Policy
- formulate the criteria for determining Your Company has adopted Executive
qualifications, positive attributes and Remuneration Philosophy/Policy and follows
independence of directors the same.
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
The composition, attendance and sitting fees paid to the non-executive Directors are as follows:
Name of Member Category No. of meetings Sitting fees paid
(in `)
Held Attended
Ms. Tarjani Vakil Independent 2 2 40,000
Mr. S C Bhargava Independent 2 2 40,000
Mr. G P Gupta Independent 2 2 40,000
Mr. Lalit Naik Managing Director 2 1 -
Mr. Sushil Agarwal Whole time Director 2 1 -
4) Stakeholder Relationship Committee has renamed its existing Share Transfer and
Composition, meeting, attendance and Shareholder / Investor Grievance Committee
sitting fees paid during the year: as Stakeholder Relationship Committee.
In terms of the provisions of Section 178 of the The Stakeholder Relationship Committee
Act and the Listing Agreement, your Company comprises of three Independent Director and
two Executive Directors.
During the year the Stakeholder Relationship Committee met on 23rd March 2015. The composition,
attendance and sitting fees paid are as follows:
Name of Member Category No. of meetings Sitting fees paid
(in `)
Held Attended
Mr. G P Gupta Independent 1 1 20,000
Mr. P Murari Independent 1 - -
Mr. S C Bhargava Independent 1 1 20,000
Mr. Lalit Naik Managing Director 1 1 -
Mr. Sushil Agarwal Whole time Director 1 - -
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CORPORATE GOVERNANCE REPORT
Your Companys shares are compulsorily Shareholder Information section of this Annual
traded in the dematerialised form. To expedite Report.
transfers in the physical segment, necessary
authority has been delegated by your Board to Details of non-compliance by the Company,
Director(s) and Officers of your Company to penalties and strictures imposed on the
approve transfers / transmissions of shares / Company by stock exchanges or SEBI or
debentures. Details of share transfers / any other statutory authority, on any
transmissions approved by the Directors and matter relating to capital markets, during the
Officers are placed before the Board. year
There has been no instance of non-compliance
Role
- non-receipt of share certificate after In terms of the provisions of Section 135 of the
transfers; Act and the Listing Agreement, your Company
has constituted the Corporate Social
- delay in transfer of shares; Responsibility Committee at the Board level.
- any other complaints of shareholders. The Corporate Social Responsibility Committee
comprises of one Independent Director, one
Number of shareholders complaint received Non Executive Director and one Executive
so far / number not solved to the satisfaction Director. Dr. Pragnya Ram, Group Executive
of shareholders / number of pending President, Corporate Communication & CSR is
complaints a permanent invitee.
Details of complaints received, number of During the year the Corporate Social
shares transferred during the year, time taken Responsibility Committee met twice. The
for effecting these transfers and the number of meetings were held on 17th June 2014 and
th
share transfers pending are furnished in the 17 February 2015.
The composition, attendance and sitting fees paid in respect of CSR Committee are as follows:
Name of Member Category No. of meetings Sitting fees paid
(in `)
Held Attended
Mrs. Rajashree Birla Non Executive 2 2 40,000
Ms. Tarjani Vakil Independent 2 2 40,000
Mr. Lalit Naik Managing Director 2 1 -
Dr. Rakesh Jain* Managing Director 1 1 -
*Dr. Rakesh Jain, ceased to be the Director of the Company w.e.f. 30th June 2014
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
Mrs. Rajashree Birla chaired the meetings of Mr. S.C. Bhargava, Mr. Lalit Naik and Mr. Sushil
the Committee. The Company Secretary acts Agarwal as members.
as Secretary to the Committee. Ms. Tarjani Vakil chaired the meeting of the
The Committee recommends to the Board the Committee. The Committee looks into the fund
activities to be undertaken during the year and and non fund based limits for the business of
amount to be spent on these activities. the Company, authorised officers to undertake
During the year, your Company has carried out all types of foreign currency contracts for
various activities as part of its CSR initiative. hedging its foreign currency liabilities/
The focus areas have been health care, transactions, authorised person to open/
education, sustainable livelihood, infrastructure operate/close any bank accounts, approve the
CORPORATE GOVERNANCE REPORT
VIGIL MECHANISM / WHISTLE BLOWER companies. The minutes of the board meetings
POLICY along with a report on significant developments
of the unlisted subsidiary companies are
The Company has in place a Vigil Mechanism
periodically placed before the Board of
under which a Committee has been appointed
Directors of the Company.
comprising of Directors and Senior Managers
of the Company for attending the complaints
RELATED PARTY TRANSACTIONS
received from the employees and to report
concerns about the unethical behaviour, actual During the financial year, your Company has
or suspected fraud and violation of the Code entered into related party transactions which were
of Conduct or Ethics Policy by the Directors on arms length basis and in the ordinary course of
and the employees of the Company. business. There are no material transactions with
any related party as defined under Section 188 of
The policy is in line with the Companys Code the Act. All related party transactions have been
of Conduct, Vision and Values and forms part approved by the Audit Committee of your
of good Corporate Governance and is available Company.
to all the employees on the Aditya Birla Group
intranet. Particulars of related party transactions are listed
out in Note 42 of the Accounts.
SUBSIDIARY COMPANIES The policy on Related Party Transactions as
The Audit Committee reviews the consolidated approved by the Audit Committee and the Board
financial statements of the Company and is available on your Companys website viz.
investments made by its unlisted subsidiary www.adityabirlanuvo.com.
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
The details of remuneration paid to the Managing Director/ Whole-time Director is as follows:
Managing Director / No of
Whole - time Shares Remuneration during 2014-15
Director held
All elements of Performance Service Stock option
remuneration linked, incentives contracts, details, if any
package i.e. along with notice period,
salary, benefits, performance severance fee
pensions etc. criteria (a)
(` in lakh) (` in lakh)
CORPORATE GOVERNANCE REPORT
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CORPORATE GOVERNANCE REPORT
B) Details of Stock Options / Restricted Stock Units granted to the Directors under Employee Stock
Options Scheme- 2013 (ESOS 2013)
Name of the Director Tranche No. of Stock *Vesting Exercise No. of **Vesting Exercise
Stock Date/ % Period Restricted Date/ % period
Options (within) Stock Units (within)
Granted
Mr. Sushil Agarwal Tranche 1 26,230 07.12.2014 07.12.19 9,443 All RSUs All RSUs
Exercise (25%) granted, will vested, shall
Price - 07.12.2015 07.12.20 vest, on 7th be exercised
`1239.80 25% December, within 7th
07.12.2016 07.12.21 2016 December,
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CORPORATE GOVERNANCE REPORT Aditya Birla Nuvo Limited - Annual Report 2014-2015
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 Resolution
Passed
2011-12 EGM 25th April, 2012 11:30 A.M. Yes1
2011-12 AGM 9th August, 2012 11:30 A.M. Yes2
2012-13 AGM 6th September, 2013 11:30 A.M. Yes3
2013-14 AGM 11th September, 2014 11:30 A.M. Yes4
CORPORATE GOVERNANCE REPORT
1
For the issue and allotment of Warrants to Promoter and /or Promoter Group on a preferential basis.
2
For payment of commission to Non-Executive Directors.
3
For approval of terms of Appointment and Remuneration of Whole-time Director(s) and approval of
Employee Stock Options Scheme-2013 for the benefit of the employees of the Company and its
Subsidiaries.
4
For approval of terms of Appointment of Whole-time Director(s) liable to retire by rotation and approval
of payment of Remuneration to Non-Executive Directors and approval of the offer or invitation to subscribe
to Non Convertible Debentures on a private placement basis.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CORPORATE GOVERNANCE REPORT
CEO/CFO CERTIFICATION
To,
The Board of Directors
Aditya Birla Nuvo Limited.
1. We have reviewed the financial statements and the cash flow statement of Aditya Birla Nuvo Limited
for the year ended 31st March, 2015 and to the best of our knowledge and belief:
a) these statements do not contain any materially untrue statement or omit any material fact or
contain statement that might be misleading;
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchange(s), I hereby declare that
all the Directors and Senior Management personnel of the Company have affirmed the Compliance with
the Code of Conduct for the year ended 31st March, 2015.
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Financial reporting for the year ending March 31, 2016 : May, 2016
Annual General Meeting for the year ended March 31, 2016 : August / September, 2016
3. Dates of Book Closure : 4th September, 2015 to
15th September, 2015
(both days inclusive)
4. Dividend Payment Date : On or after18th September, 2015
5. Registered Office & Investor Service Centre : Indian Rayon Compound,
Veraval - 362 266,
Gujarat, India.
Phone: (02876) 245711/248629
Fax: (02876) 243220
Email:
abnlsecretarial@adityabirla.com
Web: www.adityabirlanuvo.com
CIN: L17199GJ1956PLC0011007
6. (a) Listing Details:
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SHAREHOLDERS INFORMATION
7. Stock Code:
Stock Code Reuters Bloomberg
Bombay Stock Exchange 500303 ABRL.BO ABNL IB
National Stock Exchange ABIRLANUVO ABRL.NS NABNL IN
Global Depository Receipts (GDRs) IRYN.LU IRIG LX
ISIN No. of Equity Shares INE069A01017
ISIN No. of GDRs US0070271137
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9. Stock Performance:
180
ABNL
170
SENSEX
160
NIFTY
150
140
130
120
SHAREHOLDERS INFORMATION
110
100
15
15
14
14
14
14
14
14
14
14
14
14
15
20
20
20
20
20
20
20
20
20
20
20
20
20
3-
2-
9-
0-
1-
3-
4-
8-
7-
6-
5-
2-
1-
-0
-0
-0
-1
-1
-0
-0
-0
-0
-0
-0
-1
-0
31
28
30
31
30
31
30
31
31
30
31
31
31
10. Stock Performance and Returns over past few years:
Absolute Returns (in %) 1 Year 3 Year 5 Year
Aditya Birla Nuvo Limited 52.47% 76.15% 83.59%
BSE Sensex 24.89% 60.64% 59.50%
NSE Nifty 26.65% 60.34% 61.76%
12. Share Transfer System : Share Transfer in physical form is registered normally
within 15 days from the date of receipt, provided that
the documents are complete in all respects. The
Investor Service Centre of the Company attends all
transfer requests for shares held in physical form.
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SHAREHOLDERS INFORMATION
(a) The Investor and Secretarial services of the Company has been accredited with ISO 9001:2008
Certification for providing Investor and Secretarial Services by Intertek Systems Certifications,
Ahmedabad. The certification has been further renewed with effect from
8th August, 2013, for a period of three years.
(b) Complaints received during the year:-
Sr. Description Opening Received Redressed Pending
No
1 Non- receipt of Shares after transfer/
Corporate benefits 1 2 3 -
2 Non- receipt of Dividend - 13 13 -
3 Non- receipt of Annual Report - 8 8 -
4 Non- receipt of rejected DRN/Demat
Request - 1 1 -
5 Non- receipt of Shares after Duplicate/
Transmission / Transfer etc. - 2 2 -
6 Non receipt of Shares of ABNL on
merger of IGFL/BGFL - 1 1 -
Total - 27 28 -
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Instuons Promoters
26.85% 57.20%
16. Dematerialisation of Shares and Liquidity : 98.07% of outstanding equity shares have been
dematerialised as on 31st March, 2015. Trading
in shares of your Company is permitted only in
the dematerialised form.
17. Details on use of public funds obtained : No public funds have been obtained in last 3
in the last three years years.
18. Outstanding GDRs/ADRs/Warrants or any : Outstanding GDRs as on 31st March, 2015 are
Convertible instruments, Conversion date 3,168,459 amounting to 2.43% of outstanding
and likely impact on Equity paid-up Equity capital of the Company. Each GDR
represents one underlying Equity share. There are
no outstanding ADRs / Warrants or any convertible
instruments as on 31st March, 2015.
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SHAREHOLDERS INFORMATION
P.O. Meghasar Taluka, Halol
P.O. Prabhas Nagar, Rishra - 712 249 Dist. Panchmahal, Gujarat - 389 330.
Dist. Hooghly, West Bengal. Phone: (02676) 221002
Phone: (033) 26001200 Fax: (02676) 223375
Fax: (033) 26721683/26722626 E-mail: abi@adityabirla.com
Website: www.jayashree-abnl.com www.adityabirlainsulators.com
www.linenclub.com
Aditya Birla Insulators, Rishra
Rayon Division: P.O. Prabhas Nagar, Rishra
Indian Rayon Dist. Hoogly - 712 249, West Bengal.
Veraval - 362 266 Gujarat. Phone: (033) 26723535
Phone: (02876) 245711/248401 Fax: (033) 26722705
Fax: (02876) 243220 E-mail: abi@adityabirla.com
E-mail: irilveraval@adityabirla.com Website: www.adityabirlainsulators.com
20. Other useful information for the Company, change in their Address/Pin
shareholders: Code number with proof of address and
1. Non-Resident Shareholders: Bank Account details promptly by written
Non-resident members are requested to request. Beneficial Owners of shares in
immediately notify the following to the demat form are requested to send their
Company in respect of shares held in instructions regarding change of name,
physical form and to their DPs in respect bank details, nomination, power of attorney,
of shares held in dematerialized form: etc., directly to their DP.
Indian address for sending all 3. To prevent fraudulent encashment of
communications, if not provided dividend warrants, members are requested
earlier; to provide their Bank Account details (if not
provided earlier) to the Company (if shares
Email ID and Phone No. (s), if any. are held in physical form) or to DP (if shares
Change in their residential status on are held in demat form) as the case may
return to India for permanent be, for printing of the same on their
settlement; dividend warrants.
Particulars of the Bank Account 4. In case of loss/misplacement of shares,
maintained with a bank in India, if not investors should immediately lodge FIR/
furnished earlier; (Please send a Complaint with the Police and inform to the
photocopy of cancelled cheque leaf) Company along with original or certified
RBI permission with date to facilitate copy of the FIR/Acknowledged copy of
prompt credit of dividend in their Bank Police complaint.
Accounts. 5. In accordance with the provisions of
2. Shareholders holding shares in physical Section 56(1) of the Companies Act, 2013,
form are requested to notify to the shares are required to be lodged with a
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to the suspense account, the voting rights As per Clause 5A(II) of the Listing
on such shares shall remain frozen till the Agreement, a report in respect of the Equity
rightful owner of such shares claims the Shares issued in physical form pursuant
shares. In case your shares are lying to a public issue or any other issue and
unclaimed with the Company, you are lying in the ABNL- Unclaimed Suspense
requested to write to the Company to know Account as on 31st March , 2015 is as
the procedure for claiming the same. under:-
SHAREHOLDERS INFORMATION
2 Number of shareholders who have approached the 9 418
issuer during FY 15 for transfer of shares from the
Unclaimed Suspense Account
3 Number of shareholders to whom shares were 9 418
transferred in FY 15 from the Unclaimed Suspense
Account
4 Aggregate number of shareholders and the 5,840 178,286
outstanding shares lying in the Unclaimed Suspense
Account as on 31st March, 2015
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Our Vision
Towards inclusive growth, we truly practice
compassionate capitalism. Service to society is at the
very heart, of our value system. We do so with a sense
of purpose. This is manifest in the various CSR projects
that we run, providing the less fortunate strata of society
with education, healthcare, sustainable livelihood and
infrastructure support. We at the Aditya Birla Group
collectively, work in 5,000 villages, reach out to 7.5 million
people and our CSR spends at the Group level exceed
the 2% norm
SOCIAL REPORT
Aditya Birla Nuvos community engagement spans 193 At 8 blood donation camps, 368 donors came forward
villages, inclusive of 14 model villages. Our CSR work in Bangalore, Rishra and in Mohali.
is in proximity to our 6 manufacturing units across 4
Our Skin Rehabilitation centre at Jagdishpur treated
states of the country. We reach out to a rural population
6,438 villagers. Indo Gulf Jan Sewa Trust identifies and
of 6.85 lakhs at Bangalore in Karnataka, Jagdishpur in
rehabilitates disabled and leprosy cured patients to
Uttar Pradesh, Veraval and Halol in Gujarat and Rishra,
enter mainstream society. They are given financial
in West Bengal.
assistance, which has aided them in the setting up of
Health Care: small shops at the village level. So far 20 persons have
recoursed to funds to start Kirana stores, tailoring shop
We organised over 49 medical camps and 23 speciality
and handcarts.
medical camps in remote villages at Anekal, Ramnagar
in Karnataka, Jagdishpur, Rishra, Veraval and Halol. Our hospitals and medical centres at plant locations in
Over 27,550 persons availed of medical check-ups and remote areas of the country attended to more than
diagnostic/referral facilities. Those who needed 1,10,060 patients for minor and major ailments.
advanced treatment or were afflicted with serious
Mother and Child Health Care:
ailments were taken to our hospitals and some of them
In collaboration with the district health department,
referred to speciality hospitals.
primary healthcare centres and Rotary International,
At our 27 eye check-up camps, 5,254 persons were
we administered 6,19,813 polio doses through 1,379
examined for their vision/sight issues. These camps
booths across our locations. Over 2,11,374 children
were held at Bangalore, Jagdishpur, Veraval and Rishra.
were immunised against other ailments, such as
We performed 951 cataract operations in these camps
diphtheria, whooping cough, tetanus and hepatitis,
and distributed 1,878 spectacles.
besides giving BCG, across our units.
Dental and eye camps were organised for school
children, at which 2,014 students were checked and Safe drinking water and sanitation:
wherever necessary were accorded treatment. This year we installed 2 hand pumps at Veraval and
More than 800 rural women participated in the 10 Jagdishpur, repaired 38 hand pumps to ensure safe
cancer awareness camps organised at Anekal and drinking water for 8,721 villagers.
Ramnagar. The focus at these camps was on the Under the Nirmal Gram Yojana, we have facilitated the
detection and prevention of cancer. construction of 1,642 individual toilets in villages around
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Marsur (Anekal) Jagdishpur, Veraval, Rishra and efforts of two residential schools at Jagdishpur and
Barasat. Bangalore.
More than 275 women in the 25-60 age groups actively
Education:
participated in our functional literacy program
Rural schools were extensively supported in the conducted in 11 villages at Jagdishpur.
campaign for enrolment, and reduction of dropouts at
Bangalore Rural and Urban Districts, Jagdishpur, Sustainable Livelihood:
Veraval, Rishra and Halol. We reached out to 119 On the agricultural front, we have helped farmers earn
schools and 20,053 children. Merit scholarships were better through farmer training programmes on advance
awarded to more than 661 students at Anekal and cropping techniques and other processes to improve
Veraval. yield. NABARD has been a very valuable partner to us
In the recent past, we initiated special coaching classes and has significantly contributed to the setting up of
and career counselling programmes for students to over 100 farmer clubs with bench strength of 1098
begin with at Channapattana (Tamil Nadu). These are farmers. Together, we have been able to augment the
of great benefit to the students. 150 girls enrolled. income of the farmers.
Likewise we began specialised coaching centres for
Vocational Training
SOCIAL REPORT
Grade 10th/12th and for CET competitive exams for
Engineering /Medical and other professional courses. A year ago, we have launched Project Kaushalya a
Simultaneously, we started career counselling Skills Training Centre in collaboration with CII. Our intent
programmes at Rishra, Barasat and Channapattana, is to equip the rural youth with requisite skills that are in
in collaboration with Galaxy Institute, Rishra and S V sync with the needs of industry and also spawn self-
Education Trust, Bangalore. We conduct these employment opportunities. So far we have trained and
educative programmes under the Project Gyanarjan certified 1,036 youngsters in trades such as handling
umbrella. Up until now 812 students have registered. and repair of electrical equipment, auto service
Uniforms, books, notebooks, writing pads, bags and technicians, retailing, data entry operators, tailoring,
stationery was distributed to 6,965 children near our and salon care. Towards this, we have set up 4 training
plants at Bangalore Rural / Urban District and Veraval. centres at Rishra, Barasat, Jagdishpur and Anekal.
Our endeavours have enriched the lives of 687
We continue to support Kasturba Gandhi Balika youngsters.
Vidyalaya (KGBV - Government residential schools for
Our project on Integrated Livestock Development, run
girls). We go into the rural interiors, identify the school
in collaboration with BAIF is running very successfully.
dropouts, counsel them and eventually they are
We operate in 12 villages of Veraval and up until now
persuaded to enrol at the KGBVs by identifying girls
BAIF has provided veterinary support, artificial
and counselling them for enrolment. We also provide
insemination and vaccinated 5,664 cattle.
uniforms and safe drinking water. Currently, we are
engaged with 13 KGBVs with a student population of Project ANYA, the Women Economic Empowerment
1,167 girls. These KGBVs are at Channapattana, initiative
Krishnagiri, Veraval, Jagdishpur and Halol. Our efforts
Through our 17 production centres at Jagdishpur,
have led to 142 girls joining the KGBVs and restarting
Veraval and Rishra we trained 717 rural women in
their education. Furthermore, towards their holistic
Apparel and Jute products manufacturing. The Apparel
development, we teach them life skills such as first aid
manufacturing unit at Jagdishpur is now self-sustaining
training, adolescent health care and enlist them in
centre. It caters to the local community. The jute bag
cultural events.
centre at Rishra services our MORE retail stores.
At Veraval and Channapattana 250 girls are given
special coaching. At Madura Fashion & Lifestyle, Infrastructure Development:
Bangalore and Veraval, Computer coaching classes We support Infrastructure Development such as the
support 318 students. We have aided 3,090 children construction and repair of school buildings, road /
with educational materials at Veraval. repairs in remote locations. Our work adds to the
To help 85 visually impaired children, we shore up the comfort to 15,446 people at Jagdishpur.
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The major attributes of our operations at Aditya Birla Nuvo (ABNL) and its ongoing journey of
success revolve around people, environment, safety and inclusive growth. Few organizations
can boast of the calibre of people as we have at ABNL. Environmental practices far beyond
compliance have been an integral part of our philosophy.
At ABNL, various sustainability initiatives include energy optimization, water conservation, social
forestry, recycling of waste material as well as safety. We have instituted a governance structure
to monitor various sustainability aspects of our operations.
As a Group, we endeavour to become the leading Indian conglomerate for sustainable business
practices across our global operations by 2017, given our synergizing growth with responsibility.
- Kumar Mangalam Birla
Chairman, Aditya Birla Group
In sync with our Chairmans vision, by 2017 ABNL Indo Gulf Fertilizers, Jaya Shree Textiles and Aditya
endeavours to become a leading company with Birla Insulators (ABI) Halol are ISO-14001: 2004
sustainable business practices across all based environment management systems certified.
operations, balancing its economic growth with
ENVIRONMENT REPORT
Responsible Stewardship
environmental and societal interests.
Indian Rayon
During the year, we honed our processes in the
areas of environmental compliance, securing water At Indian Rayon, we have developed the
sources, effluent management, safety performance sustainability framework in accordance with the GRI
improvement and waste management. G4 guidelines, and have fostered the sustainability
concept in our work culture.
Environment Management System
With regard to your plant at Indian Rayon, Veraval,
Our Environmental Management system is based the clearances from the Ministry of Environment,
on the continuous improvement of our Forests & Climate Change, New Delhi for the
environmental practices and systems through operation of Viscose Filament Yarn Production Unit,
process innovation; technological interventions like Power Plant, Caustic Soda Plant and Pipe line
state-of-art technologies and equipment; Project have been obtained. The Company has
introduction of new on-line continuous environment also secured Consolidated Consent and
monitoring systems; adoption of best practices, Authorization from the Gujarat Pollution Control
and setting stringent targets on various Board for Plant operation and Sewage Treatment
environmental aspects. Plant as well as the Biomedical Waste Authorization
We are a signatory to the WASH Pledge of World in line with the requirement of Biomedical
Business Council of Sustainable Development Waste Rules.
(WBCSD). It is a testament to our commitment to Indian Rayons efforts to maximize reuse and
provide clean safe water, sanitation and workplace recycling energy and water, while maximizing
for our employees. resource efficiency are in continuum. Under our
Indian Rayon is ISO 14001-2004 Integrated Cleaner Production initiative, wastes such as
Management System of EMS, QMS (ISO 9001- briquette powder formed by Process Sludge,
2008), OHSAS (18001-2007) and SA (8000-2008) Cellulose waste and charcoal churry are sent for
certified. We have also adopted the Du-Pont Safety incineration to our Group Plant Ultratech Cement
System for embedding the safety culture at all our at Rajula. For the disposal of the remaining wastes
operations. in a controlled manner, we recourse to partnerships
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with various Treatment, Storage and Disposal Waste water and other effluents generated in the
Facilities (TSDF) as mandated by the pollution plant are treated in the effluent treatment plants.
control board. The treated waste water meets the standards of
irrigation water. It is supplied to the irrigation
Our green belt spans 33.5% of the total Plant area.
network in and around our factory and township
In recognition of its environment conservation for the green belt. We have developed and
initiatives, Indian Rayon was accorded the commissioned a Recharge Pond as part of Rain
prestigious Golden Peacock Environment water harvesting. This helps store the rain water
Management Award - 2014 from the Institute of for recharging the aquifer.
Directors, New Delhi.
Over the years, we have planted more than a lakh
Professional Environment Auditors like NEERI
of trees in and around the Fertiliser complex
(National Environmental Engineering Research
besides bushes and shrubs. With a uniquely
Institute) - Nagpur, NIO (National Institute of
developed and well managed irrigation network,
Oceanography) Mumbai, ATIRA (Ahmedabad
the mortality rate of these plants is below 2%. This
Textile Industries Research Associations)
is over and above the statutory requirement of a
Ahmedabad, conduct in-depth Environment Audits.
33%green belt of the total area.
They monitor our Plant operations and validate our
ENVIRONMENT REPORT
124
FINANCIAL STATEMENTS
STANDALONE
FINANCIAL STATEMENTS
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS REPORT TO THE MEMBERS
To
The Members of
Aditya Birla Nuvo Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying Standalone Financial Statements of Aditya Birla Nuvo Limited
(the Company), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit
and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting
policies and other explanatory information, in which are incorporated the branchs financial statements
for the year ended on that date audited by the branch auditors of the Company.
Managements Responsibility for the Financial Statements
2. The Companys 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 the accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of
Companies (Accounts) Rules, 2014. This responsibility also includes 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; selection and
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CMYK
INDEPENDENT AUDITORS REPORT TO THE MEMBERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Other Matter
7. The accompanying Standalone Financial Statements include total assets of ` 1,716.15 crore as at
March 31, 2015, and total revenues of ` 3,547.87 crore for the year ended on that date, in respect
of one branch, which has been audited by branch auditors, whose financial statements, other
financial information and auditors reports have been furnished to us. Our opinion on the Standalone
Financial Statements, in so far as it relates to the amounts and disclosures included in respect of
this branch, and our report in terms of sub-sections (3) and (11) of section 143 of the Act, in so far
as it relates to the aforesaid branch, is based solely on the reports of such other auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.
9. As required by section 143(3) of the Act, we further report that:
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by the Company
INDEPENDENT AUDITORS REPORT
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CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS REPORT TO THE MEMBERS
Annexure referred to in paragraph 8 of Our Independent Auditors Report to the members of the
Company on the Standalone Financial Statements for the year ended March 31, 2015
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) All fixed assets have not been physically verified by the management during the year but there is a
regular program of verification which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were noticed on such verification.
(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the
year other than inventory lying with third parties, where certificates confirming stocks have been
received in respect of substantial portion of stock held.
(b) The procedures of physical verification of inventory followed by the management are reasonable and
adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed
on physical verification.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured
or unsecured to companies, firms or other parties covered in the register maintained under
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INDEPENDENT AUDITORS REPORT TO THE MEMBERS Aditya Birla Nuvo Limited - Annual Report 2014-2015
(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax,
wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of
any dispute, are as follows:
Name of the Nature of the Period Forum where Amount
Statute dues dispute is pending (` in Crores)
Income tax Tax Demand AY 2006-07 Commissioner 102.13
Act, 1961 (Appeals)
1975-76, 1976-77, High Court 0.39
1986-87 & 2001-02
2003-04, 2004-05, CESTAT 1.30
Customs Act, Tax Demand, Interest 2005-06, 2007-08
1962 and Penalty 2009-10, 2013-14
2013-14 Commissioner 0.64
(Appeals)
1977-78, 1986-87 High Court 0.06
1985-86, 1991-92, CESTAT 3.11
1995-00, 2001-02,
2002-03, 2008-09
INDEPENDENT AUDITORS REPORT
130
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS REPORT TO THE MEMBERS
(c) In our opinion and to the best of our information and according to the explanations given to
us, there has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company in accordance with the relevant
provisions of the Companies Act, 1956 and rules made thereunder.
(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash
losses in the current and immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and explanations given by the
management, we are of the opinion that the Company has not defaulted in repayment of dues to
a financial institution, bank or debenture holders.
(x) According to the information and explanations given to us, the Company has given guarantee for
loans taken by subsidiaries from banks or financial institutions, the terms and conditions whereof,
in our opinion, are not prima-facie prejudicial to the interest of the Company.
(xi) Based on the information and explanations given to us by the management, term loans were
applied for the purpose for which the loans were obtained other than temporary deployment
pending application.
(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of
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` in Crores
As at As at
Note No. 31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
(A) Shareholders Funds
Share Capital 2 130.14 130.18
Reserves and Surplus 3 8,388.85 7,977.56
Sub-Total - (A) 8,518.99 8,107.74
(B) Non-Current Liabilities
Long-term Borrowings 4A 1,480.46 1,392.19
Deferred Tax Liabilities (Net) 5 106.38 87.89
Other Long-term Liabilities 6A 114.59 96.83
Long-term Provisions 7A 6.49 5.22
Sub-Total - (B) 1,707.92 1,582.13
(C) Current Liabilities
Short-term Borrowings 4B 1,959.37 2,134.00
Trade Payables 8 1,702.85 1,505.44
Other Current Liabilities 6B 494.45 453.27
Short-term Provisions 7B 266.11 208.78
Sub-Total - (C) 4,422.78 4,301.49
TOTAL (A)+(B)+(C) 14,649.69 13,991.36
ASSETS
(D) Non-Current Assets
Fixed Assets
STANDALONE FINANCIAL STATEMENTS
As per our attached Report of even date For and on behalf of the Board of Directors
For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL
ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI
Chartered Accountants Chartered Accountants B. R. GUPTA
G. P. GUPTA
S. C. BHARGAVA
Directors
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
Year Ended Year Ended
Note No. 31st March, 2015 31st March, 2014
Revenue from Operations 16 9,118.34 8,239.12
Less: Excise Duty (180.08) (218.55)
Net Revenue from Operations 8,938.26 8,020.57
Other Income 17 171.51 371.20
Total Revenue 9,109.77 8,391.77
Expenses
Cost of Materials Consumed 18 3,322.49 2,944.12
Purchase of Stock-in-Trade 19 1,283.31 1,191.38
Changes in Inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade 20 (43.44) (204.43)
Employee Benefits Expenses 21 741.60 638.69
Power and Fuel 843.01 955.00
Other Expenses 22 1,777.21 1,621.20
Total Expenses 7,924.18 7,145.96
As per our attached Report of even date For and on behalf of the Board of Directors
For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL
ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI
Chartered Accountants Chartered Accountants B. R. GUPTA
G. P. GUPTA
S. C. BHARGAVA
Directors
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
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CASH FLOW STATEMENT Aditya Birla Nuvo Limited - Annual Report 2014-2015
FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
PARTICULARS 2014-15 2013-14
A CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax 732.93 804.29
Adjustments for:
Exceptional Item (Refer Note: 39) (24.06)
Depreciation and Amortisation Expenses 189.36 199.02
Provision for Bad and Doubtful Debts &
Advances and Bad Debts written off 11.05 3.39
Provision for Diminution in Value of
Investment in Subsidiary 0.43
Diminution/(Reversal of Diminution) in
Value of Fertiliser Bonds (1.54) 0.63
Employee Stock Options Expenses 3.76 1.49
Unrealised (Gain)/Loss on Foreign Exchange (9.42) 12.43
Finance Costs 263.30 266.56
Interest Income (36.06) (44.14)
(Gain)/Loss on Fixed Assets Sold (5.61) 0.87
(Gain)/Loss on Sale of Investments (8.32) (41.72)
STANDALONE FINANCIAL STATEMENTS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
PARTICULARS 2014-15 2013-14
As per our attached Report of even date For and on behalf of the Board of Directors
For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL
ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI
Chartered Accountants Chartered Accountants B. R. GUPTA
G. P. GUPTA
S. C. BHARGAVA
Directors
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
NOTE: 1
SIGNIFICANT ACCOUNTING POLICIES:
I. BASIS OF PREPARATION
The financial statements have been prepared in accordance with generally accepted accounting principles in India (Indian
GAAP) under the historical cost convention on an accrual basis in compliance with all material aspect of the Accounting
Standard (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 with
those used in the previous year, except for the change in accounting policy explained in paragraph II below.
All assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle, and
other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between
the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its
operating cycle as up to twelve months for the purpose of current/non-current classification of assets and liabilities.
II. CHANGE IN ACCOUNTING POLICY
Till the year ended 31 March, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerning
depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to the Companies Act,
2013. Effective from 1st April, 2014, the Company has provided depreciation on fixed assets based on useful lives as
provided in Schedule II to the Companies Act, 2013 or as re-assessed by the Company. The management believes that
depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of fixed assets, though these
rates in certain cases are different from lives prescribed under Schedule II.
Further, on application of Schedule II to the Companies Act, 2013, the Company has changed the manner of depreciation for
its fixed assets. Now, the Company identifies and determines separate useful life for each major component of the fixed
asset, if they have useful life that is materially different from that of the remaining asset.
Based on transitional provision given in Schedule II to the Companies Act, 2013, the carrying value of assets whose useful
lives are already exhausted amounting to ` 12.51 Crore (net of deferred tax ` 6.44 Crore) has been charged to opening
STANDALONE FINANCIAL STATEMENTS
balance of retained earnings. Had there been no change in useful lives of fixed assets, the charge to the Statement of Profit
and Loss would have been higher by ` 19.03 Crore.
III. 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 of
contingent liabilities, at the end of the reporting period. Although, these estimates are based on the managements best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
IV. TANGIBLE FIXED ASSETS AND DEPRECIATION
Tangible Fixed Assets are stated at cost, less accumulated depreciation and impairment loss, if any. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Each part of an
item of property, plant and equipment with a cost, that is significant in relation to the total cost of the item, is depreciated
separately. This applies mainly to components for machinery. When significant parts of fixed assets are required to be
replaced at intervals, the Company recognises such parts as individual assets with specific useful lives and depreciates
them accordingly. Any trade discounts and rebates are deducted in arriving at the purchase price.
Depreciation on Tangible Fixed Assets is provided on Straight Line method using the rates arrived at based on the useful
lives as specified in the Schedule II to the Companies Act, 2013 or estimated by the management. The Company has used
the following useful life to provide depreciation on its fixed assets.
A: Assets where useful life is same as Schedule II
Assets Useful Life as Prescribed by
Schedule II to the Companies Act, 2013
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
D: Assets at Showroom
E: Leasehold Assets
Leasehold Land Period of Lease
Leasehold Improvements Period of Lease 5 Years
Fixed Assets, individually costing less than Rupees five thousand, are fully depreciated in the year of purchase.
Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-rata basis with 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.
V. INTANGIBLE ASSETS AND AMORTISATION
Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any.
Intangible Assets are amortised on a straight-line basis over their estimated useful lives.
Assets Estimated Useful Life
Brands/Trademarks 10 Years
Technical Know-how 7 Years
Computer Software 3 Years
Goodwill Not being amortised (Tested for Impairment)
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
(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 restatement of all other monetary items is recognised in the Statement of Profit and Loss. Other non-
monetary items like fixed assets, investments in equity shares are carried in terms of historical cost using the exchange rate
at the date of transaction.
associated with foreign currency fluctuations and interest rate. As per the Institute of Chartered Accountants of India (ICAI)
announcement regarding accounting for derivative contracts, other than covered under AS-11 and foreign exchange contracts
to hedge highly probable forecast transactions and firm commitments described above, these are mark-to-market on the
portfolio basis and net loss after considering the offsetting effect on the underlying hedged item is charged to the income
statement. Net gains are ignored.
X. 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 include acquisition charges such as brokerage, stamp
duty, taxes, etc. 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.
XI. INVENTORIES
Raw materials, components, stores and spares, and packing materials are valued at lower of cost and net realisable value.
However, these items are considered to be realisable at cost if the finished products, in which they will be used, are expected
to be sold at or above cost.
Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realisable value. Finished goods
and work-in-progress include costs of conversion and other costs incurred in bringing the inventories to their present location
and condition.
Cost of inventories is computed on a weighted-average basis.
Proceeds in respect of sale of raw materials/stores are credited to the respective heads. Obsolete, defective and unserviceable
inventory are duly provided for.
Certified Emission Reductions (CERs) are valued at lower of cost and net realisable value. Cost includes consultants fee and
the cash payment made under the second levy to the concerned authorities for obtaining the credit of CERs.
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Fertiliser price support under Group Concession and other Scheme of Government of India is recognised based on
managements estimate taking into account known policy parameters and input price escalation/de-escalation.
Income from Certified Emission Reductions (CERs) is recognised on sale of CERs.
Interest Income is recognised on a time proportion basis taking into account the amount outstanding and applicable interest rate.
Dividend income on investments is accounted for when the right to receive the payment is established.
XVI. TAXATION
Tax expense comprises of current and deferred tax.
Provision for current tax is made on the basis of estimated taxable income for the current accounting year in accordance with
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 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 Company 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, all deferred tax assets 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 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
that the Company 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 ICAI, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement.
The Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement
to the extent there is no longer convincing evidence to the effect that the Company will pay normal Income Tax during the
specified period.
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
and Loss on a straight-line basis over lease term. Initial direct costs are recognised in the Statement of Profit and Loss.
XX. CASH AND CASH 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.
XXI. CASH FLOW STATEMENT
Cash flows are reported using the indirect method, whereby net 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 Company are segregated.
XXII. 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 the 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.
XXIII. 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 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 the best estimate required to settle the
obligation at the Balance Sheet date.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
NOTE: 2 Numbers 31st March, 2015 31st March, 2014
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 130,279,180 130.28 130.13
(130,126,295)
130.28 130.13
Subscribed and Paid-up:
EQUITY SHARE CAPITAL
Equity Shares of ` 10/- each, fully paid-up 130,137,193 130.14 130.08
(130,084,972)
130.14 130.08
1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
3) During the year, 10,000-6% Redeemable Cumulative Preference Shares of ` 100/- each of the Company have been redeemed
out of the profits of the Company, on 29th September 2014. These preference shares carry cumulative dividend @6% p.a. An
Interim Dividend of ` has been declared and paid on these preference shares on pro-rata basis and Dividend Distribution
Tax thereon of ` has been paid.
4) The Company does not have any Holding Company.
5) Shares in the Company held by each shareholder holding more than 5 per cent shares and the number of shares held are as
under:
i) Equity Shares
Sr. Name of Shareholder As at 31st March, 2015 As at 31st March, 2014
No. No. of % of Total No. of % of Total
Shares Held Paid-up Equity Shares Held Paid-up Equity
Share Capital Share Capital
1 IGH Holdings Private Limited 16,352,102 12.57% 16,352,102 12.57%
2 TGS Investment and Trade Private Limited 13,506,736 10.38% 13,506,736 10.38%
3 Umang Commercial Company Limited 12,494,765 9.60% 12,494,765 9.60%
4 Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.24%
5 Hindalco Industries Limited 8,650,412 6.65% 8,650,412 6.65%
6 Life Insurance Corporation of India 7,276,236 5.59% 7,759,191 5.96%
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 3
RESERVES AND SURPLUS
1) Capital Reserve 266.62 266.62
2) Capital Redemption Reserve
Opening Balance as per last audited Financial Statement 8.46 8.46
Addition:
Transfer from Surplus in the Statement of Profit and
Loss on Redemption of Preference Shares 0.10
8.56 8.46
3) Securities Premium Account
Opening Balance as per last audited Financial Statement 3,979.14 3,089.75
Addition:
Conversion of Share Warrants 884.64
ESOP Exercised 3.54 3.50
Transfer from Stock Options Outstanding Account on Exercise of Options 1.21 1.25
Allotment of Rights Issue Shares
3,983.89 3,979.14
4) Debenture Redemption Reserve
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
As at As at
31st March, 2015 31st March, 2014
ii) Hedging Reserve**
Opening Balance as per last audited Financial Statement (0.43) (2.47)
Addition:
Gain/(Loss) recognised during the year (Net) (2.08) 0.26
Deduction:
Gain/(Loss) recycled during the year (Net) (0.56) (2.04)
Transfer on Sale of Carbon Black Business 0.26
(1.95) (0.43)
Total Other Reserves 3,660.58 3,474.61
* General Reserve is created by appropriation from profits of the current year and/or undistributed profits of previous
years, before declaration of dividend duly complying with any regulations in this regard. The General Reserve is a free
reserve and can be utilised in accordance with the provisions of the Companies Act, 2013.
** For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts are
recognised in Hedging Reserve under Reserves and Surplus.
*** Net of Tax Credit on dividend from subsidiary companies.
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 4A
LONG-TERM BORROWINGS
SECURED
Rupee Term Loans from
Banks 142.33 121.39
Financial Institutions 42.24 86.73
Foreign Currency Loans from Banks 267.05 399.14
Finance Lease Liabilities 0.59
452.21 607.26
UNSECURED
Debentures 800.00 500.00
Foreign Currency Loans from Banks 228.25 284.93
1,028.25 784.93
1,480.46 1,392.19
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 4B
SHORT-TERM BORROWINGS
SECURED
Loan Repayable on Demand from Banks 585.54 996.87
585.54 996.87
UNSECURED
Loan Repayable on Demand from Banks 1,000.93 741.35
Other Loans and Advances
Commercial Papers* 372.90 395.78
1,373.83 1,137.13
1,959.37 2,134.00
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at 31st March, 2015 As at 31st March, 2014
Current Non-Current Current Non-Current
each, next 4 instalments of ` 0.08 Crore each, next 4
instalments of ` 0.24 Crore each and next 5 instalments of
` 0.51 Crore each.
v) Term Loan secured by way of first pari passu charge 1.44 7.68 1.44 9.12
created by hypothecation of movable plant and machinery
of the Companys Madura Clothing Plant at Marasur Village,
Karnataka.
Repayment Terms: 17 half-yearly instalments from 4th
September, 2010. First four instalments of ` 0.12 Crore each,
next 4 instalments of ` 0.24 Crore each, next 4 instalments of
` 0.72 Crore each and next 5 instalments of ` 1.54 Crore each.
vi) Term Loan secured by way of first pari passu charge 0.76
created by hypothecation of movable plant and machinery
of the Companys Madura Clothing Plant at Marasur Village,
Karnataka.
Repayment Terms: 21 equal quarterly instalments of
` 0.38 Crore each from 4th September, 2009.
vii) Term loan secured by way of first pari passu charge 1.20 33.00 0.80 34.20
created by hypothecation of the entire movable properties
(save and except current assets and assets on which an
exclusive charge has been created in favour of Exim Bank)
of the Companys Rayon Divison Plant at Veraval and
Textile Division Plant at Rishra.
STANDALONE FINANCIAL STATEMENTS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at 31st March, 2015 As at 31st March, 2014
Current Non-Current Current Non-Current
xii) Term loan to be secured by way of first pari passu charge 5.00
by way of hypothecation of all movable assets of the
Companys Madura Clothing Plant at Marasur Village,
Karnataka. (Crafted Clothing Plant No. 527, Marsur Village,
Anekal Taluk, Bangalore 562106, and Fashion Craft
Plant No. 324, Marsur Village, Anekal Taluk,
Bangalore 562106)
Repayment Terms: 21 quarterly instalments from
23rd March, 2017. First three instalments of ` 0.10 Crore
each, next 4 instalments of ` 0.13 Crore each, next
4 instalments of ` 0.15 Crore each, next 4 instalments of
` 0.20 Crore each and last 5 instalments of ` 0.54 Crore each.
Total Rupee Term Loans from Banks (A) 14.98 142.33 13.61 121.39
- Effective cost for the above loans are in the range of 5.20% to 12.10% per annum. (Previous Year: in the range of 4.71% to
12.10% per annum.)
(B) Term Loans from Financial Institutions
i) Term loan secured by way of first pari passu charge 12.80 25.60 12.80
created by mortgage of the immovable properties of the
Company situated at Veraval and Rishra (Textile Divisions)
and hypothecation of movables (save and except book
debts) situated at these locations, subject to prior charge(s)
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at 31st March, 2015 As at 31st March, 2014
Current Non-Current Current Non-Current
v) Term loan secured by way of first pari passu charge 0.34 0.66 0.34
created by mortgage of immovable properties of the
Companys Madura Garment Export Plants at Parappana
Agrahara, Karnataka, and hypothecation of movable
fixed assets of the Company at these plants.
Repayment Terms: 16 equal half-yearly instalments of
` 0.33 Crore from 20th March, 2008.
vi) Term Loan secured by way of first pari passu charge 0.45 0.46 0.45
created by mortgage of immovable properties of the
Companys Madura Clothing Plant at Marasur Village,
Karnataka, and hypothecation of movable fixed assets
of the Unit at these plants.
Repayment Terms: 16 equal half-yearly instalments of
` 0.23 Crore each from 20th September, 2008.
Total Rupee Term Loans from Financial Institutions (B) 44.49 42.24 49.20 86.73
- Effective cost for the above loans are in the range of 2.49% to 6.75% per annum. (Previous Year: in the range of 2% to 6.75%
per annum.)
(C) Foreign Currency Term Loans from Banks
i) Foreign Currency Loan secured by way of first pari passu 65.52 32.76
charge created by hypothecation of all movable properties
(excluding current assets and investments) of the
STANDALONE FINANCIAL STATEMENTS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at 31st March, 2015 As at 31st March, 2014
Current Non-Current Current Non-Current
vi) Foreign Currency Loan secured by way of first pari passu 161.64
charge created by hypothecation on all movable assets
of the Indo Gulf Fertiliser Division (save and except current
assets) situated at Jagdishpur, Uttarpradesh.
Repayment Terms: Bullet payment on 16th May, 2017.
Total Foreign Currency Term Loans from Banks (C) 99.33 267.05 112.14 399.14
- Effective cost for the above loans are in the range of 5.95% to 8.17% per annum. (Previous Year: in the range of 6% to 9.10%
per annum.)
(D) Finance Lease Liability
i) Finance Lease Obligation is secured by hypothecation of 0.17 0.59
plant and machinery taken on lease.
Repayment Terms : Lease obligation plus interest is
payable in 19 quarterly instalments of ` 0.06 Crore each.
Total Finance Lease Liability (D) 0.17 0.59
- Effective cost for the above loan is 9.95% per annum. (Previous Year: Nil)
Total Secured Long-term Borrowings 158.97 452.21 174.95 607.26
` in Crores
As at 31st March, 2015 As at 31st March, 2014
Current Non-Current Current Non-Current
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at 31st March, 2015 As at 31st March, 2014
Current Non-Current Current Non-Current
vi) Foreign Currency Loan from Bank. 228.25
Repayment Terms: Bullet payment on 24th August, 2016.
Total Unsecured Long-term Foreign Currency Borrowings 89.44 228.25 52.23 284.93
- Effective cost for the above loans are in the range of 3.76% to 6.41% per annum. (Previous Year: in the range of 6.45% to 7.75%
per annum.)
Total Unsecured Long-term Borrowings 89.44 1,028.25 52.23 784.93
` in Crores
As at As at
(III) SECURED SHORT-TERM BORROWINGS: 31st March, 31st Mach,
2015 2014
i) Working Capital Borrowings are secured by hypothecation of inventories, book debts and 585.54 673.77
other movables, both present and future, held as current assets.
ii) Loan has been availed by the unit under the Special Banking Arrangement (SBA) of 323.10
Department of Fertilizer, Government of India, and has been secured against subsidy
recoverable from Government of India. As per the arrangement, the loan will be repaid
directly by Government of India to the Bank and corresponding adjustment will be made
in Subsidies recoverable. Interest rate in Previous Year @ 10.40% per annum, out of which
interest @ 8% per annum will be borne by Government of India.
Total Secured Short-term Borrowings 585.54 996.87
STANDALONE FINANCIAL STATEMENTS
- Effective cost for the above loans are in the range of 9.25% to 15.50% per annum. (Previous Year: in the range of 2.40% to
16.50% per annum.)
- Foreign Currency Loans have been fully hedged for foreign exchange and interest rate fluctuation by way of Currency &
Interest Rate swaps, Interest swaps and Long Term Forward Contracts.
- Effective cost has been calculated with hedged cost in terms of foreign currency loan and net of interest subsidy in case of
TUF loans.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 5
DEFERRED TAX LIABILITIES
Deferred Tax Liabilities at the year end comprise timing differences on account of:
Depreciation 163.46 136.36
163.46 136.36
NOTE: 6A
OTHER LONG-TERM LIABILITIES
Deposits 96.04 73.00
Others 18.55 23.83
114.59 96.83
* This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.
NOTE: 7A
LONG-TERM PROVISIONS
Provisions for:
Employee Benefits 6.49 5.22
6.49 5.22
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 7B
SHORT-TERM PROVISIONS
Provisions for:
Employee Benefits 89.13 72.45
Others
Taxation (Net of Advance Tax ` 583.23 Crore
(Previous Year: ` 536.93 Crore)) 55.33 29.36
Proposed Dividend
Equity 91.10 91.06
Preference 0.01
Provision for Corporate Tax on Dividend#
Equity 18.55 6.67
Preference
Other Short-term Provisions## 12.00 9.23
266.11 208.78
A. Warranty
Opening Balance 0.50 0.75
Arising during the year 0.03
Unused Amounts Reversed (0.09) (0.25)
Closing Balance 0.44 0.50
Provision is recognised for expected warranty claims on Insulator product sold during the last three years based on the past
experience of level of returns and replacements. It is expected that this provision will be utilised within one year.
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. It is expected that this provision
will be utilised within one year.
NOTE: 8
TRADE PAYABLES
Trade Payables 1,702.85 1,505.44
1,702.85 1,505.44
There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45
days as at 31st March, 2015, and no interest payment made during the year to any Micro, Small and Medium Enterprises. This
information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined
to the extent such parties have been identified on the basis of information available with the Company.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE: 9A
TANGIBLE ASSETS ` in Crores
Freehold Leasehold Freehold Leasehold Leasehold Plant & Furniture Office Vehicles Railway TOTAL
Land Land Buildings Buildings Improve- Equipment & Fixtures Equipment Sidings
ments
Gross Block
As at 1st April, 2013 45.35 33.11 389.23 4.84 14.25 3,423.12 253.52 50.16 24.18 5.84 4,243.60
Additions 0.40 0.27 40.09 1.16 2.10 221.80 56.31 3.69 3.48 329.30
Transfer of Carbon
Black Business 16.99 7.07 81.16 753.65 7.74 8.62 4.11 879.34
Deletions 0.72 1.06 1.60 48.65 32.44 2.97 3.83 91.27
As at 31st March, 2014 28.76 25.59 347.10 6.00 14.75 2,842.62 269.65 42.26 19.72 5.84 3,602.29
Additions 10.61 0.42 3.65 350.06 48.43 6.03 5.29 424.49
Deletions 0.30 0.81 42.35 15.93 4.52 3.17 67.08
As at 31st March, 2015 28.76 25.59 357.41 6.42 17.59 3,150.33 302.15 43.77 21.84 5.84 3,959.70
Accumulated Depreciation
As at 1st April, 2013 2.82 103.54 1.80 8.66 1,970.76 187.04 38.54 11.40 5.55 2,330.11
For the Year 0.11 8.90 0.63 2.08 122.90 47.53 3.12 3.03 188.30
Transfer of Carbon
As at 31st March, 2014 1.33 96.46 2.43 9.14 1,753.60 197.87 32.54 10.14 5.55 2,109.06
For the Year 0.10 10.12 0.54 2.93 116.70 39.82 5.88 4.08 180.17
Deletions 0.02 0.80 38.72 15.79 4.46 2.32 62.11
Charge to General
Reserve on account
of Schedule II 6.88 11.74 0.02 0.31 18.95
As at 31st March 2015 1.43 113.44 2.97 11.27 1,843.32 221.92 34.27 11.90 5.55 2,246.07
Net Block as at
31st March, 2014 28.76 24.26 250.64 3.57 5.61 1,089.02 71.78 9.72 9.58 0.29 1,493.23
Net Block as at
31st 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
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
NOTE: 9B
INTANGIBLE ASSETS ` in Crores
Goodwill Brands/ Computer Technical TOTAL
Trademarks Software Know-how
Gross Block
As at 1st April, 2013 20.41 187.12 42.10 6.60 256.23
Additions 6.50 6.50
Deletions 0.13 0.13
Transfer of Carbon Black Business 3.24 3.24
Accumulated Amortisation
As at 1st April, 2013 164.46 34.12 4.61 203.19
For the Year 4.24 5.56 0.92 10.72
Deletions 0.13 0.13
Transfer of Carbon Black Business 2.87 2.87
STANDALONE FINANCIAL STATEMENTS
Net Block as at 31st March, 2014 20.41 18.42 8.55 1.07 48.45
Net Block as at 31st March, 2015 20.41 16.28 9.09 0.15 45.93
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 9A and 9B
During the year, the Company has capitalised the following expenses
to cost of Fixed Assets/Capital Work-in-Progress
Salaries and Wages 1.20
Contribution to Provident and Other Funds 0.10
Staff Welfare Expenses 0.08
Legal and Professional Expenses 5.08
Travelling and Conveyance 0.20
Interest Expenses 3.42
Miscellaneous Expenses 0.20
Total 10.28
Add: Brought forward from previous year 6.61 11.93
Less: Capitalised during the year 3.05 15.60
Balance Pending Allocation included in Capital Work-in-Progress 3.56 6.61
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 31st March,
Face Value Number 2015 Number 2014
NOTE: 10A
NON-CURRENT INVESTMENTS
Trade Investments Valued at Cost, except otherwise stated
Investments 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
(formerly Aditya Birla Financial Services Private Limited)* 10 757,010,000 1,117.01 717,010,000 717.01
Birla Sun Life Insurance Company Limited* 10 1,406,893,920 1,751.23 1,406,893,920 1,751.23
ABNL Investment Limited 10 21,000,000 21.00 21,000,000 21.00
Indigold Trade and Services Limited 10 73,143,588 1,245.21 69,523,000 1,183.65
Madura Garments Lifestyle Retail Company Limited* 10 98,838,896 362.94 98,838,896 362.94
ABNL IT & ITES Limited 10 26,027,500 454.69 26,027,500 454.69
Shaktiman Mega Food Park Private Limited 10 430,000 0.43 9,400 0.01
155
MK
NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at As at
31st March, 31st March,
Face Value Number 2015 Number 2014
Non-Trade Investments Valued at Cost
Quoted
Investment in Equity Instruments
Hindalco Industries Limited 1 33,506,337 201.48 33,506,337 201.48
201.48 201.48
TOTAL NON-CURRENT INVESTMENTS 8,694.99 7,952.34
NOTE: 10B
CURRENT INVESTMENTS
(Valued at lower of Cost and Fair Value)
Equity Instuments
Unquoted
Subsidiaries, at Cost
Aditya Vikram Global Trading House Limited,
Mauritius* US$ 1 150,000 0.65
0.65
Preference Shares
Unquoted
Subsidiaries
Current Maturity of Long-term Investment, at Cost
Preference Shares of Aditya Birla Minacs
Worldwide Limited redeemable at premium of 125% 100 1,500,000 15.00
15.00
Units of Mutual Fund
Quoted, at Cost
Kotak Gilt Investment Regular Plan Direct Growth 10 2,057,258 10.00
SBI Magnam Gilt Long Term Plan-Growth 10 4,910,707 15.00
DSP Black Rock Ultra STP Direct Growth 10 50,000,000 5.00
TOTAL CURRENT INVESTMENTS 30.00 15.65
Notes:
1. Aggregate Amount of Unquoted Investments 15.65
2. Aggregate Amount of Quoted Investments 30.00
3. Market Value of Quoted Investments 30.01
156
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 11A
LONG-TERM LOANS AND ADVANCES
(Unsecured, Considered Good, except otherwise stated)
Capital Advance
Unsecured, Considered Good 11.78 17.38
Unsecured, Considered Doubtful 0.05 0.05
Less: Provision for Doubtful (0.05) (0.05)
Security Deposits
Unsecured, Considered Good 146.77 126.01
Unsecured, Considered Doubtful 3.22 0.62
Less: Provision for Doubtful (3.22) (0.62)
Loans and Advances to Related Parties (Refer Note: 42) 10.10 18.04
Other Loans and Advances
Inter-Corporate Deposits 9.27 11.58
VAT, Other Taxes Recoverable, Statutory Deposits and
Dues from Government 0.50 0.49
Prepaid Expenses 9.89 11.48
NOTE: 11B
SHORT-TERM LOANS AND ADVANCES
(Unsecured, Considered Good, except otherwise stated)
Security Deposits
Unsecured, Considered Good 39.70 59.10
Unsecured, Considered Doubtful 0.46 0.41
Less: Provision for Doubtful (0.46) (0.41)
Loans and Advances to Related Parties (Refer Note: 42) * 73.17 534.88
Other Loans and Advances
Inter-Corporate Deposits 4.92 2.61
VAT, Other Taxes Recoverable, Statutory Deposits and
Dues from Government
Unsecured, Considered Good 67.60 35.75
Unsecured, Considered Doubtful 0.58 0.58
Less: Provision for Doubtful (0.58) (0.58)
Advance Tax (Net of Provision ` 131.06 Crore
(Previous Year: ` 10.51 Crore)) 27.15 26.67
Prepaid Expenses 19.49 18.08
Advance for Expenses, Materials and Employees **
Unsecured, Considered Good 41.59 43.59
Unsecured, Considered Doubtful 2.61 2.32
Less: Provision for Doubtful (2.61) (2.32)
273.62 720.68
157
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
(ii) Loans and Advances in the nature of Balance as on Balance as on Maximum Amount Maximum Amount
Loans given to Employees 31st March, 2015 31st March, 2014 Due at any time Due at any time
During the Year Ended During the Year Ended
31st March, 2015 31st March, 2014
of the Company
- no repayment schedule or repayment
beyond seven years 0.90 0.86 1.24 1.86
- no interest or at an interest rate below which
is specified in Section 186 of the Companies
Act, 2013 8.48 8.07 10.56 9.41
- The loans have been utilised for meeting their business requirements.
(b) Details of Investment made during the year as below: ` in Crores
158
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 12A
OTHER NON-CURRENT ASSETS
Other Bank Balances*
Bank Deposits with more than twelve months maturity 0.12 0.11
Government Grant Receivable 0.62 0.67
0.74 0.78
*Amount held as Margin Money under lien to bank for issuing guarantee 0.12 0.11
NOTE: 12B
OTHER CURRENT ASSETS
Fertiliser Bonds # 2.19 9.85
Government Grant Receivable 20.34 31.76
Export Incentive Receivable 17.90 26.46
Less: Provision for Export Incentive Receivable (0.06) (0.06)
Others* 2.57 4.68
42.94 72.69
# The Company had received Fertilisers Bonds in the earlier years of ` 65.50 Crore from the Ministry of Fertiliser, Government of
India, against the outstanding amount of subsidy receivable, out of which bonds amounting to ` 2.38 Crore (Previous Year:
` 11.58 Crore) are outstanding at the year end. The market value of the above bonds are lower than book value, therefore the
diminution in the value of above bonds has been accounted.
NOTE: 13
INVENTORIES (Lower of Cost and Net Realisable Value)
Raw Materials 323.38 251.91
(Includes Goods-in-Transit ` 21.79 Crore (Previous Year: ` 14.67 Crore))
Work-in-Progress 124.18 117.01
Finished Goods 383.85 371.70
(Includes Goods-in-Transit ` Nil (Previous Year: ` 0.02 Crore))
Stock-in-Trade 306.10 280.60
(Includes Goods-in-Transit ` Nil (Previous Year: ` 4.67 Crore))
Stores and Spares 100.09 73.69
(Includes Goods-in-Transit ` 9.24 Crore (Previous Year: ` 0.55 Crore))
Waste/Scrap 0.63 0.06
Packing Materials 8.77 8.66
Certified Emission Reductions (CERs) 0.09
1,247.00 1,103.72
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 14
TRADE RECEIVABLES
Due for period exceeding Six months from the due date of payment
Secured, Considered Good 0.58 1.24
Unsecured, Considered Good 62.86 51.11
(Includes subsidy receivables from Government of India ` 12.98 Crore
(Previous Year: ` 5.64 Crore))
Unsecured, Considered Doubtful 22.01 14.77
Less: Provision for Doubtful (22.01) (14.77)
Others
Secured, Considered Good 39.61 24.98
Unsecured, Considered Good 2,148.09 1,968.37
(Includes subsidy receivables from Government of India ` 1,180.30 Crore
(Previous Year: ` 1,145.56 Crore))
Unsecured, Considered Doubtful 0.14 0.01
Less: Provision for Doubtful (0.14) (0.01)
2,251.14 2,045.70
NOTE: 15
STANDALONE FINANCIAL STATEMENTS
Less: Bank Deposits with more than twelve months maturity 0.12 0.11
(transferred to Other Non-Current Assets) (Refer Note: 12A)
45.05 39.13
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 16
REVENUE FROM OPERATIONS
A. SALE OF PRODUCTS
Manufactured 7,068.54 6,325.54
Traded 1,971.96 1,834.77
9,040.50 8,160.31
161
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 17
OTHER INCOME
Interest Income from
Subsidiaries 15.26 9.75
Others 20.80 34.39
Dividend Income
Subsidiary Company 51.80 87.45
Joint Venture 33.50 25.13
Long-term Investments 3.35 4.69
Current Investments 1.02 5.14
Net Gain on Sale of Investments
Current
Subsidiary Company 0.19 41.72
Others 8.13
Gain on Redemption of Preference Share of Subsidiary 18.75
Gain on Buy-Back of Investments of Subsidiary 144.29
Foreign Exchange Gain (Net) 3.01
Profit on Sale of Fixed Assets (Net) 5.61
Other Non-Operating Income 10.09 18.64
171.51 371.20
STANDALONE FINANCIAL STATEMENTS
NOTE: 18
COST OF MATERIALS CONSUMED
Raw Materials Consumed 3,192.26 2,824.70
Packing Materials Consumed 130.23 119.42
3,322.49 2,944.12
NOTE: 19
PURCHASE OF STOCK-IN-TRADE
Purchase of Finished Goods 1,283.31 1,191.38
1,283.31 1,191.38
162
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 20
CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS AND STOCK-IN-TRADE
Opening Stocks
Finished Goods 371.70 369.79
Stock-in-Trade 280.60 187.10
Work-in-Process 117.01 76.67
Waste/Scrap 0.06 0.15
Certified Emission Reductions (CERs) 0.09 0.18
769.46 633.89
Less:
Closing Stocks
Finished Goods 383.85 371.70
Stock-in-Trade 306.10 280.60
Work-in-Process 124.18 117.01
Waste/Scrap 0.63 0.06
Certified Emission Reductions (CERs) 0.09
814.76 769.46
Add/(Less):
(Increase)/Decrease in Excise Duty on Stocks 1.86 0.64
Stock Transfer on Sale of Carbon Black Business (69.50)
(Increase)/Decrease (43.44) (204.43)
163
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 21
EMPLOYEE BENEFITS EXPENSES
Salaries and Wages 627.45 544.66
Contribution to Provident and Other Funds (Refer Note: 40) 67.26 50.43
Expense on Employee Stock Options Scheme (Refer Note : 41) 3.76 1.49
Expense on Stock Appreciation Rights Scheme (Refer Note : 41) 1.50
Staff Welfare Expenses 41.63 42.11
741.60 638.69
NOTE: 22
OTHER EXPENSES
Consumption of Stores and Spares 140.73 134.19
Rent 317.76 276.93
Repairs & Maintenance of:
Buildings 11.91 11.72
Plant and Machinery 48.18 52.20
Others 59.79 52.66
Insurance 12.14 11.68
Rates and Taxes 40.33 29.83
Processing Charges 60.41 70.33
Commission to Selling Agents 231.04 213.10
STANDALONE FINANCIAL STATEMENTS
NOTE: 23
DEPRECIATION AND AMORTISATION EXPENSES
Depreciation of Tangible Assets 180.17 188.30
Amortisation of Intangible Assets 9.19 10.72
189.36 199.02
NOTE: 24
FINANCE COST
Interest Expenses* 249.78 238.44
Other Borrowing Costs 13.52 28.12
263.30 266.56
*Net of Interest Rebate Subsidy from Technology Upgradation Fund 9.94 13.07
*Net of Interest Capitalised 3.42
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE: 25
CONTINGENT LIABILITIES NOT PROVIDED FOR
(a) Claims against the Company not acknowledged as debts ` in Crores
Nature of Brief Description of Contingent Liabilities As at 31st As at 31st
Statute March, 2015 March, 2014
Customs Duty, Departmental appeal against CESTAT order for deleting demand of 2.04 2.04
Customs Act, payment of duty for non fulfilment of provision of EXIM policy related to
1942 Advance Licence obtained by Madura Coats Ltd.
Demand of Differential Custom Duty on acquisition of 1.27 1.27
ENKA Tech Know-how
Various other cases pertaining to demand of counter-vailing duty and 2.25 1.91
additional duties on imports, supplementary Drawback claim, etc.
Excise Duty, Demand for Non-inclusion of freight charges in transaction value for 4.38
Central Excise the purpose of payment of excise duty on sale of chlorine
Act, 1944 Departmental appeal against commissioner order for demand of 7.72
differential excise duty on processing of yarn Cake in to Cone 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 capital 1.01 1.01
goods used exclusively for manufacture of exempted goods for the
period from April 2005 to March 2007.
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 3.94 3.85
Agency service on outward transportation from place of removal till
buyers place
Show cause-cum-demand notice for reversal of Cenvat credit of 1.05
Service Tax on Business Auxiliary Services
Demand of Service Tax due to mismatch of Freight Inward declared in 1.31 1.23
ER-4 and ST-3 Returns
Various other cases pertaining to disallowance of Cenvat credit of 1.44 2.53
Service Tax on commission paid to overseas agent, in GTA services,
service for outward transportation and other services alleging not be
classified as input services for availment of Cenvat credit, etc.
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
Nature of Brief Description of Contingent Liabilities As at 31st As at 31st
Statute March, 2015 March, 2014
Sales tax, Non-receipt of C and F forms, disallowance of Input Tax Credit (ITC) on 9.98 9.98
Commercial purchases by Power Plant, reversal of ITC, for AY 2006-07
Tax Act Demand for Short of Form H, I and C, Input Tax Credit Short adjusted on 4.03 6.93
Stores Spares
Demand for Re-assessment for the year 2011-12 under Karnataka 4.36
VAT Department
Demand for UP VAT for AY 2009-10, 2010-11 and 2011-12 5.02
Various other cases in respect of short forms of H, I and C, 2.56 1.75
disallowance of input credit, etc.
Income-tax Various Departmental Appeal in ITAT, High Court on 14A disallowance, 51.23 36.18
Act, 1961 disallowance of additional depreciation, disallowance of depreciation on
goodwill and various matters
Demand for various additions in tax assessment of AY 2009-10 and 18.82 2.16
AY 2010-11
Demand for non-deduction of TDS on purchase of shares of 102.12
Joint Venture Company u/s 201(1) and 201(1A)
Other Statutes Labour Reinstatement and Workmen Compensation cases 3.85 6.82
Water drawal charges for the period of Apr-99 to till date 80.73 69.72
Claim by various customers (Pedeee Syria, MGVCL) 2.80 6.24
STANDALONE FINANCIAL STATEMENTS
Railways demanded Land Licence Fees, in 2008, for the land 6.42 5.12
used for constructing and connecting siding with Railway
at Sindurwa since 1988
Demand letter issued by UPSIDC for making payment of maintenance 22.84 18.23
charges on land allotted in 1983
Various other cases pertaining to Industrial Disputes, Railways licence 25.33 23.34
fee demand, Textile Cess on ready-made garments, possession of
Gaon Sabha land and other Civil cases
166
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 26
CAPITAL AND OTHER COMMITMENTS
(a) Estimated Amount of Contracts remaining to be executed on 66.09 85.03
Capital Account and not provided for (Net of Advances)
(b) Customs Duty on Capital Goods and Raw Materials Imported under 154.26 155.25
Advance Licensing/EPCG Scheme, against which export obligation
is to be fulfilled
(c) For commitment under lease contract Refer Note: 38.
(d) For commitment under derivative contract Refer Note: 44.
(e) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms
contained in their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Finance Limited
(subsidiary of Aditya Birla Financial Service Limited (ABFSL)), Pantaloons Fashion & Retail Limited (subsidiary of Indigold
Trade and Service Limited) and Madura Garments Lifestyle Retails Company Limited investments have also been provided
to certain Banks for respective credit facilities extended by them.
Pursuant to the Shareholders Agreement entered into with the Joint Venture partner, the Company has, in respect of Birla
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.
(f) Aditya Birla Finance Limited (ABFL), a subsidiary of the Company, has issued 10.20% Non-Convertible sub-ordinate
Debenture (NCD) aggregating ` 300 Crore. The Company has entered into an option agreement with the holders of such
NCD, pursuant to which the holders have put option on the Company, and the Company has call option on the holders on
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 27
VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS
Raw Materials 1,147.52 1,137.28
Stores and Spares 14.84 19.51
Capital Goods 70.08 160.64
Purchase of Finished Goods 70.15 114.17
NOTE: 28
EXPENDITURE IN FOREIGN CURRENCY (on accrual basis)
Advertisement 2.95 1.49
Technical Assistance Fees/Royalties 16.04 19.48
Interest and Commitment Charges* 18.87 25.84
Professional Charges 3.32 2.86
Travelling 1.54 1.71
Commission 11.95 8.97
Others 5.24 5.96
*Interest expenditure in Foreign Currency includes interest on External Commercial Borrowing (ECB) which is fully hedged.
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
NOTE: 29
VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS AND SPARE PARTS CONSUMED AND PERCENTAGE THEREOF
TO THE TOTAL CONSUMPTION
` in Crores
Percentage Year Ended Percentage Year Ended
31st March, 2015 31st March, 2014
Raw Materials:
Imported 35.01% 1,117.66 39.03% 1,102.37
Indigenous 64.99% 2,074.60 60.97% 1,722.33
3,192.26 2,824.70
Spare Parts:
Imported 15.15% 7.38 18.99% 9.51
Indigenous 84.85% 41.33 81.01% 40.56
48.71 50.07
NOTE: 30
AMOUNT REMITTED IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND
In respect of Accounting Year
2013-14 2012-13
No. of Shareholders 438 436
No. of Equity Shares 94,782 113,096
Dividend Remitted in Foreign Currency 0.07 0.07
NOTE: 31
STANDALONE FINANCIAL STATEMENTS
NOTE: 32
THE FOLLOWING ARE INCLUDED UNDER OTHER HEADS OF
EXPENSES IN THE STATEMENT OF PROFIT AND LOSS
Particulars Head under which it is clubbed
Consumption of Stores Repairs and Maintenance 15.91 12.85
Insurance Staff Welfare Expenses 5.56 4.53
NOTE: 33
DETAILS OF AUDITORS REMUNERATION
Payments to Statutory Auditor:
As Auditors
For Audit Fees (Including Limited Review Fees) 1.04 1.04
For Tax Audit 0.12 0.12
In other capacity
For Other Services 0.16 0.18
For Reimbursement of Expenses 0.08 0.14
1.40 1.48
Payments to Branch Auditor:
As Auditors
As Audit Fees (Including Limited Review Fees) 0.43 0.43
As Tax Audit 0.03 0.03
In other capacity
For Other Services 0.02 0.03
For Reimbursement of Expenses 0.09 0.09
0.57 0.58
Payments to Cost Auditor:
For Audit Fees 0.05 0.05
For Reimbursement of Expenses 0.01 0.01
0.06 0.06
2.03 2.12
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE: 34
DETAILS OF EXPENDITURE INCURRED IN IN-HOUSE RESEARCH & DEVELOPMENT (R&D) FACILITIES APPROVED BY
DEPARTMENT OF SCIENTIFIC AND INDUSTRIAL RESEARCH, MINISTRY OF SCIENCE AND TECHNOLOGY, GOVERNMENT
OF INDIA, UNDER SECTION 35 OF INCOME-TAX ACT, 1961
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
i) Capital Expenditure
Capital Equipment 0.01
ii) Revenue Expenditure
Salaries and Wages 0.84 0.88
Material Consumables/Spares 0.01 0.03
Other Expenditure directly related to R&D 0.31 0.48
iii) Total R&D Expenditure on approved R&D Facilities (Total i) & ii)) 1.17 1.39
iv) Less: Amount Received by R&D Facilities
v) Net Amount of R&D Expenditure 1.17 1.39
NOTE: 35
DISCLOSURE IN RESPECT OF SELF-GENERATED CERs
No. of Certified Emission Reductions (CERs) held as inventory (Units) 69,518
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 36
DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-20
EARNINGS PER SHARE
Earnings Per Share (EPS) is calculated as under:
Net Profit as per the Statement of Profit and Loss 527.69 673.95
Less: Preference Dividend and Tax thereon 0.01
Net Profit for EPS (A) 527.69 673.94
Weighted-average Number of Equity Shares
for calculation of Basic EPS (B) 130,111,149 124,121,740
Basic EPS (`) (A/B) 40.56 54.30
Weighted-average Number of Equity Shares Outstanding 130,111,149 124,121,740
Add: Shares Held in Abeyance 41,323 41,323
Add: Dilutive impact of Employee Stock Options 168,085 80,735
Add: Potential Equity Shares Due to Share Warrants 1,174,496
Weighted-average Number of Equity Shares
for calculation of Diluted EPS (C) 130,320,557 125,418,294
Diluted EPS (`) (A/C) 40.49 53.74
Nominal Value of Shares (`) 10.00 10.00
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
NOTE: 37
DISCLOSURE IN RESPECT OF COMPANYS JOINT VENTURES IN INDIA PURSUANT TO ACCOUNTING STANDARD-27
FINANCIAL REPORTING OF INTEREST IN JOINT VENTURES
Country of Proportion of Ownership Interest
Name of the Venture Incorporation As at As at
31st March, 2015 31st March, 2014
NOTE: 38
DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19
LEASES IS AS UNDER
` in Crores
Year Ended Year Ended
STANDALONE FINANCIAL STATEMENTS
ii) The Company has taken certain Office Premises, Showrooms and
Residential Houses on non-cancellable/cancellable operating lease.
iv) The details of finance lease payments payable and their Present Value as at the Balance Sheet Date:
` in Crores
Particulars Total Lease Present Value Interest
Charges Payable
Not later than one year 0.25 0.17 0.08
Later than one year and not later than five years 0.70 0.59 0.11
Total 0.95 0.76 0.19
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE: 39
DISCONTINUING OPERATIONS
The Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black business
with effect from 1st April, 2013, on a going concern basis, by way of a slump sale, to SKI Carbon Black (India) Private Limited.
In accordance with approval given by the shareholders, the Company had accounted for slump sale of Carbon Black business
(identified as reportable segment under AS-17) with effect from 1st April, 2013, on a going concern basis to SKI Carbon Black
(India) Private Limited pursuant to Business Transfer Agreement entered into with them and accordingly, in the previous year,
a gain of ` 24.06 Crore on the said slump sale had been recognised as an exceptional item and a net tax credit of
` 40.70 Crore (including reversal of deferred tax credit) had been netted off with the tax expense.
The following statement shows the revenue and expenses of Carbon Black Business:
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
Total Revenue
Total Expenses
Profit Before Depreciation/Amortisation, Interest and Tax (PBDIT)
Depreciation and Amortisation Expenses
Finance Cost
Profit Before Exceptional Item and Tax
Profit on Sale of Assets attributable to the Discontinued Operations 24.06
Profit Before Tax from Discontinued Operations 24.06
The carrying amount of the total assets and liabilities transferred are as follows:
Total Assets
Total Liabilities
The net cash flows attributable to the Carbon Black Business are as follows:
Operating Activities
Investing Activities
Financing Activities
Net Cash Inflow/(Outflow)
NOTE: 40
RETIREMENT BENEFITS
Disclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)
(a) The details of the Companys 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 fifteen
days 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 Companys
scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.
` in Crores
As at As at
31st March, 2015 31st March, 2014
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
As at As at
31st March, 2015 31st March, 2014
Amounts recognised in Employee Benefits Expenses in the
Statement of Profit and Loss in respect of Gratuity
Current Service Cost 8.91 9.49
Interest on Defined Benefit Obligations 9.21 8.55
Expected Return on Plan Assets (9.12) (9.28)
Net Actuarial (Gain)/Loss recognised during the year 12.30 2.79
Net Gratuity Cost 21.30 11.55
There are no amount included in the Fair Value of Plan Assets for:
i) Companys own financial instrument
ii) Property occupied by or other assets used by the Company
` in Crores
Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March,
2015 2014 2013 2012 2011
Defined Benefit Obligation 136.43 110.24 114.81 101.01 92.43
Plan Assets 135.05 110.55 112.28 97.70 86.22
Surplus/(Deficit) (1.38) 0.31 (2.53) (3.31) (6.21)
Experience Adjustment on Plan Liabilities 9.53 8.33 3.84 3.01 6.62
Experience Adjustment on Plan Assets 6.82 (3.79) 3.18 (1.52) (0.08)
Expected rate of return on assets is based on the average Long-term rate of return expected on investments of the funds
during the estimated term of the obligations.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
As at As at
31st March, 2015 31st March, 2014
Principal Actuarial Assumptions at the Balance Sheet Date
Discount Rate 8.00% 8.90%
Estimated Rate of Return on the Plan Assets 8.50% 8.50%
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors such as supply and demand in the employment market.
Estimated amount of contribution expected to be paid to the fund during the annual period being after the Balance Sheet date
is ` 10 Crore (Previous Year: ` 7 Crore).
(b) The details of the Companys Defined Benefit Plans in respect of the Company owned Provident Fund Trust
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
Contribution to Company-Owned Employees Provident Fund Trust 10.93 11.32
(Excludes amount capitalised ` Nil Crore (Previous Year: ` 0.10 Crore))
The Guidance Note on implementing AS-15, Employee Benefits (Revised 2005), issued by the ICAI states that Provident
Funds set-up by employers, which requires interest shortfall to be met by the employer, needs to be treated as Defined
Benefit 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 as
at 31st March, 2015, and 31st March, 2014. As per the actuarial valuation report, the interest shortfall liability being Other
Long-term Employee Benefits, detailed disclosures are not required.
` in Crores
As at As at
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March,
2015 2014 2013 2012 2011
Defined Benefit Obligations 6.62 6.27 6.39 6.46 6.93
Experience adjustment on Plan Liabilities 0.75 0.90 0.37 0.13 0.05
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
(d) Defined Contribution Plans
Amount recognised as an expense and included in the Note: 21 as
Contribution to Provident and Other Funds 35.03 27.56
NOTE: 41
Disclosure under Employee Stock Options Scheme
(I) Under the Employee Stock Options Scheme-2006 (ESOS-2006), the Company has granted options to the eligible
employees of the Company and its Subsidiaries. The details are as under:
Employee Stock Options Scheme:
Particulars Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - V
No. of Options * 163,280 166,093 17,174 11,952 3,370
Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value Intrinsic Value
Vesting Plan Graded Graded Graded Graded Graded
Vesting - 25% Vesting - 25% Vesting - 25% Vesting - 25% Vesting - 25%
STANDALONE FINANCIAL STATEMENTS
every year every year every year every year every year
Exercise Period 5 Years from 5 Years from 5 Years from 5 Years from 5 Years from
the date of the date of the date of the date of the date of
Vesting Vesting Vesting Vesting Vesting
Grant Date 23.08.2007 25.01.2008 20.08.2010 08.09.2010 07.06.2011
Grant/Exercise Price (` Per Share) 1,180.00 1,802.00 687.00 697.00 748.00
Repricing of the Option on
20th 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
of Option (` Per Share) 816.85 816.85
Details of Activity in the Plan:
2014-15 2013-14
Particulars Options Range of Weighted- Options Range of Weighted-
Exercise average Exercise average
Price (`) Exercise Price (`) Exercise
Price (`) Price (`)
Options Outstanding at 116,235 687.00 to 689.80 168,841 687.00 to 688.93
the beginning of the year 748.00 748.00
Granted during the year
Exercised during 52,221 687.00 to 687.97 51,766 687.00 687.00
the year 697.00
Lapsed during the year 1,683 697.00 697.00 840 687.00 687.00
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly
` (0.01) Crore {net of recovery of ` Nil from the subsidiaries} (Previous Year: ` 0.04 Crore net of recovery of ` Nil from 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 ` 1,494.92 per
share (Previous Year: ` 1,102.13).
The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is 1.65 years
(Previous Year: 2.06 years).
Fair Valuation:
The fair value of the options used to compute proforma net profit and earnings per share have been done by 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 Grant
Tranche - I Tranche - II Tranche - III Tranche - IV Tranche - V
Risk-Free Interest Rate (%) 7.78 7.78 8.09 8.09 8.09
Option Life (Years) 5 5 5 5 5
Expected Volatility 38.00 38.00 54.04 53.88 34.05
Expected Dividend Yield (%) 0.52 0.52 0.86 0.86 0.57
Weighted-average Fair Value
per Option (`) 591.53 825.67 471.44 486.82 443.49
Particulars On the Date of Re-pricing
Tranche - I Tranche - II
Risk-Free Interest Rate (%) 8.09 8.09
(II) Under the Employee Stock Options Scheme-2013 (ESOS-2013), the Company has granted Options and Restricted
Stock Units (RSUs) to the eligible employees of the Company. The details are as under:
(A) Stock Options:
Employees Stock Options Scheme:
Particulars Tranche - I Tranche - II Tranche - III
No. of Options 104,272 16,239 35,060
Method of Accounting Intrinsic Value Intrinsic Value Intrinsic Value
Vesting Plan Graded Graded Graded
Vesting - 25% Vesting - 25% Vesting - 25%
every year every year every year
Exercise Period 5 Years from 5 Years from 5 Years from
the date of the date of the date of
Vesting Vesting Vesting
Grant Date 07.12.2013 29.01.2014 12.11.2014
Grant/Exercise Price
(` Per Share) 1,239.80 1,053.85 1,726.95
Market Price on the date of
Grant of Option (` Per Share) 1,239.80 1,053.85 1,726.95
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options.
Accordingly ` Nil has been charged to the current year Statement of Profit and Loss (Prevous Year: ` Nil).
The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is 6.62
STANDALONE FINANCIAL STATEMENTS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly
` 3.77 Crore has been charged to the current year Statement of Profit and Loss (Previous Year: ` 1.45 Crore).
The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is
6.82 years (Previous Year: 7.71 years).
Fair Valuation:
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
Fair Valuation:
The fair value of the options used to compute proforma net profit and earnings per share have been done by an
independent valuer using Black-Scholes Merton Formula. The key assumptions and the Fair Value are as under:
Particulars As at 31.03.2015
Tranche - I Tranche - II Tranche - III
Risk-Free Interest Rate (%) 7.91 7.91 7.91
Option Life (Years) 2.60 2.73 3.50
Expected Volatility* 29.73 29.73 29.73
Expected Dividend Yield (%) 0.46 0.46 0.46
Weighted-average Fair Value per Option (`) 676.44 812.61 508.39
* Expected volatility of the Companys stock price is based on NSE price data of last three years.
The Company is following Intrinsic Value for Employee Stock Options Scheme valuation.
Had the compensation cost for the stock options granted under ESOS-2006 and 2013 been recognised based on
fair value in accordance with Black-Scholes Merton Formula, the proforma amount of net profit and earnings per
share of the Company would have been as under:
` in Crores
Particulars 2014-15 2013-14
Net Profit 527.69 673.95
Add: Compensation Cost as per Intrinsic Value 5.26 1.49
Less: Compensation Cost as per Fair Value 7.85 3.27
Adjusted Net Income 525.10 672.17
Weighted-average Number of Basic Equity Shares Outstanding (In Nos.) 130,111,149 124,121,740
Weighted-average Number of Diluted Equity Shares Outstanding (In Nos.) 130,320,557 125,418,294
Face Value of the Equity Share (In `) 10 10
Reported Earnings Per Share (EPS)
- Basic EPS (`) 40.56 54.30
- Diluted EPS (`) 40.49 53.74
Proforma Earnings Per Share (EPS)
- Basic EPS (`) 40.36 54.15
- Diluted EPS (`) 40.29 53.59
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE: 42
LIST OF RELATED PARTIES
PARTIES WHERE CONTROL EXIST
SUBSIDIARIES
Aditya Birla Financial Services Limited (ABFSL) (formerly Aditya Birla Financial Services Private Limited)
Aditya Birla Capital Advisors Private Limited (ABCAPL)
Aditya Birla Customer Services Limited (ABCSL) (formerly Aditya Birla Customer Services Private Limited)
Aditya Birla Trustee Company Private Limited (ABTCPL)
Aditya Birla Money Limited (ABML)
Aditya Birla Commodities Broking Limited (ABCBL)
Aditya Birla Financial Shared Services Limited (ABFSSL)
Aditya Birla Finance Limited (ABFL)
Aditya Birla Securities Private Limited (ABSPL) (up to 10th September, 2014)
Aditya Birla Insurance Brokers Limited (ABIBL)
Birla Sun Life Asset Management Company Limited (BSAMC)
Birla Sun Life AMC (Mauritius) Ltd.
Aditya Birla Sun Life AMC Ltd., Dubai
Aditya Birla Sun Life AMC Pte. Ltd., Singapore
India Advantage Fund Ltd. (IAFL)
International Opportunities Fund SPC (IOF)
Birla Sun Life Trustee Company Private Limited (BSTPL)
Aditya Birla Housing Finance Ltd. (ABHFL) (formerly LIL Investment Limited)
Aditya Birla Money Mart Limited (ABMML)
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
Transaction/Nature of Relationship Subsidiaries Joint Associates Key Enterprise Grand Total
Ventures Management having
Personnel common Key
Management
Personnel
ABMML 0.20 0.20
BSLI 0.02 0.02
ABSTCPL 0.01 0.01
TOTAL 15.26 0.01 15.27
(9.75) (9.75)
Dividend Received
BSLICL 51.80 51.80
(87.45) (87.45)
IDEA 33.50 33.50
(25.13) (25.13)
TOTAL 51.80 33.50 85.30
(87.45) (25.13) (112.58)
Other Income
MGLRCL 0.12 0.12
(0.12) (0.12)
IDEA
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
Transaction/Nature of Relationship Subsidiaries Joint Associates Key Enterprise Grand Total
Ventures Management having
Personnel common Key
Management
Personnel
Sale of Fixed Assets
ABFL
(0.08) (0.08)
PFRL
(0.38) (0.38)
TOTAL
(0.46) (0.46)
Interest Expenses
BSLICL
(0.21) (0.21)
TOTAL
(0.21) (0.21)
Managerial Remuneration Paid *
Mr. Lalit Naik 5.49 5.49
(3.22) (3.22)
Mr. Sushil Agarwal 3.94 3.94
(2.27) (2.27)
Dr. Rakesh Jain 6.72 6.72
(6.88) (6.88)
STANDALONE FINANCIAL STATEMENTS
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
` in Crores
Transaction/Nature of Relationship Subsidiaries Joint Associates Key Enterprise Grand Total
Ventures Management having
Personnel common Key
Management
Personnel
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
Proceeds from Redemption of Optionally Fully Convertible Debentures Purchased from Outsiders
ABMWL
(380.00) (380.00)
TOTAL
(380.00) (380.00)
Redemption of Debentures Held By
BSLI
(25.00) (25.00)
TOTAL
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
` in Crores
Transaction/Nature of Relationship Subsidiaries Joint Associates Key Enterprise Grand Total
Ventures Management having
Personnel common Key
Management
Personnel
ABFL
(100.00) (100.00)
PFRL
(96.47) (96.47)
MGLRCL 32.95 32.95
(5.25) (5.25)
ABCSL 33.49 33.49
(21.00) (21.00)
IT&ITES 3.99 3.99
ABMML 3.50 3.50
TOTAL 691.07 691.07
(293.31) (293.31)
Guarantees Given During the Year
MGI
(10.27) (10.27)
ITSL
(125.00) (125.00)
STANDALONE FINANCIAL STATEMENTS
TOTAL
(135.27) (135.27)
Outstanding Balances as on 31st March
Loans Granted Outstanding Balances 83.08 14.19 97.27
(552.92) (552.92)
Interest Accured on Loans Granted
(1.77) (1.77)
Amounts Receivable 113.18 0.19 113.37
(77.13) (77.13)
Amounts Payable 0.04 0.24 0.28
(0.17) (0.22) (0.39)
Performance Guarantees Outstanding For
(12.10) (12.10)
Corporate Guarantees Outstanding For 17.50 17.50
(705.53) (705.53)
Investments Outstanding 6,120.19 2,355.81 2.40 8,478.40
(5,393.18) (2,355.81) (0.01) (7,749.00)
Figures in brackets represent corresponding amount of previous year.
No amount in respect of the related parties have been written off/back or provided for during the year.
Related party relationship have been identified by the management and relied upon by the auditors.
` in Crores
* Remuneration to Key Managerial Personnel Current Year Previous Year
Salary and Perquisites 14.63 10.87
ESOP and SAR 0.95 0.40
Contribution to Provident and Other Funds 0.57 1.10
16.15 12.37
Expenses towards gratuity and leave encashment provisions are determined actuarially on an overall Company basis at 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.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE: 43
Disclosure in respect of Corporate Social Responsibility under Section 135 of the Companies Act, 2013, and Rules thereon
` in Crores
Nature of Expenses Amount
Revenue Expenses:
Contribution to Trust (Refer Note: 22) (Included in Miscellaneous Expenses) 4.47
Repairs and Maintenance (Refer Note: 22) 0.17
Salaries and Wages (Refer Note: 21) 0.39
Construction of Capital Assets under CSR Projects 4.58
Total 9.61
NOTE: 44
STATEMENT OF DERIVATIVES OUTSTANDING AT THE BALANCE SHEET DATE
(a) Derivatives: Outstanding at the Balance Sheet Date
Amount in Foreign Currency
Nature of Contract Foreign Option As at As at Purpose
Currency 31st March, 2015 31st March, 2014
Currency and Interest Rate Swap USD Buy 103,666,667 126,000,000 Hedging of Loan
Currency and Interest Rate Swap JPY Buy 2,307,300,000 2,947,300,000 Hedging of Loan
Forward Contracts Buy 77,765,659 69,300,213
USD Sell 23,194,250 10,298,931 Hedging Purpose
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NOTES FORMING PART OF FINANCIAL STATEMENTS Aditya Birla Nuvo Limited - Annual Report 2014-2015
NOTE: 45
OTHER SIGNIFICANT NOTES
(i) The Company has presented segment information in its Consolidated Financial Statements, which are part of the same
annual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17) no disclosure
related to the segment are presented in the Standalone Financial Statements.
(ii) The Company is one of the Promoter members of Aditya Birla Management Corporation Private Limited, a Company limited
by guarantee which has been formed to provide a common pool of facilities and resources to its members, with a view to
optimise the benefits of specialisation and minimize cost to each member. The Companys share of expenses under the
common pool has been accounted for under the appropriate head.
(iii) The Company has a process whereby periodically all long-term contracts are assessed for material foreseeable losses. 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.
(iv) The Companys pending litigations comprise of claims by or against the Company primarily by the workers/employees/
customers/suppliers, etc., and proceedings pending with tax and other government authorities. The Company has 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 Company 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 Company has made adequate provision in the financial statements and
appropriate disclosure for contingent liabilities is given in Note 25.
(v) ABNL IT & ITeS Limited, a wholly owned subsidiary of the Company, at its meeting of the Board of Directors, held 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 subject to fulfilment of requisite consents and approvals.
All requisite consents and approvals which were part of closing conditions had been completed. With this divestment, Aditya
Birla Minacs Worldwide Limited and its eleven subsidiaries ceased to be subsidiaries of Aditye Birla Nuvo Limited, with effect
STANDALONE FINANCIAL STATEMENTS
As per our attached Report of even date For and on behalf of the Board of Directors
For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL
ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI
Chartered Accountants Chartered Accountants B. R. GUPTA
G. P. GUPTA
S. C. BHARGAVA
Directors
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
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CONSOLIDATED
FINANCIAL STATEMENTS
187
CMYK
INDEPENDENT AUDITORS REPORT ON THE Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
Auditors 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 auditors 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
CONSOLIDATED FINANCIAL STATEMENTS
Companys preparation of the consolidated financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on
whether the Holding Company has in place an adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made by the Holding Companys Board of
Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the
audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports
referred to in paragraph (a) of the Other Matters below, is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the consolidated
financial statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the
Group, its associate and jointly controlled entity as at March 31, 2015, their consolidated profit and their consolidated
cash flows for the year ended on that date.
Emphasis of Matter
The auditors of Idea Cellular Limited (Idea) a jointly controlled entity of the Company, without qualifying their
opinion on the consolidated financial statements of Idea have drawn attention to note no. 26(f) to the consolidated
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
financial statements, that the Department of Telecommunication (DoT) has issued demand notices dated January
8, 2013 towards one time spectrum charges for spectrum held by Idea beyond 6.2 Mhz for the period from July 1,
2008 to December 31, 2012 amounting to the Groups share of ` 85.93 crore and beyond 4.4 Mhz for the period
from January 1, 2013 till the expiry of the license amounting to the Groups share of ` 406.06 crore in the respective
telecom service areas. In the opinion of Idea, inter-alia, the above demand amounts to alteration of financial terms
of the licenses issued in the past. Idea therefore, filed a petition before the Honble High Court of Bombay, which
directed DoT, not to take any coercive action until the matter is further heard.
The financial impact of the above mentioned matter is dependent upon the outcome of the petition filed by Idea in
the Honble High Court of Bombay and therefore no effect for the one-time spectrum has been given in these
consolidated financial statements.
Our opinion is not modified in respect of this matter.
Other Matters
(a) The accompanying consolidated financial statements include total assets of ` 61,168.36 crore as at March 31,
2015, and total revenues of ` 17,844.63 crore and net cash outflows of ` 376.97 crore for the year ended on
that date, in respect of twenty five subsidiaries and one jointly controlled entity, which have been audited either
by one of us or by one of us jointly with others or by other auditors, whose financial statements, other financial
information and auditors reports have been furnished to us by the management. Our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries
and jointly controlled entity, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so
far as it relates to the aforesaid subsidiaries and a jointly controlled entity, is based solely on the reports of such
other auditors.
(b) The accompanying consolidated financial statements also include consolidated revenues of ` 282.16 crore
and net cash inflows of ` 37.42 crore of subsidiaries disposed-off during the year, which has been reviewed by
other auditors, whose reviewed condensed financial statements and other reviewed financial information have
been furnished to us. Our opinion on the consolidated financial statements in so far as it relates to the amounts
and disclosures included in respect of this subsidiary is based solely on the review reports of such other
auditors.
(c) The auditors of Birla Sun Life Insurance Company Limited (BSLI), a subsidiary company, have reported that
the actuarial valuation of liabilities of BSLI for policies in force is the responsibility of BSLIs Appointed Actuary
(the appointed actuary). The actuarial valuation of liabilities for policies in force has been duly certified by the
appointed actuary. The appointed actuary has certified to BSLI that the assumptions for such valuation are in
accordance with the guidelines and norms issued by the Insurance Regulatory and Development Authority
(IRDA) and the Actuarial Society of India in concurrence with IRDA. BSLI auditors have relied on the appointed
actuarys certificate in this regard for forming their opinion on financial statements of BSLI. Further, BSLI auditors
have relied on the certificate from the appointed actuary for current and non-current classification of policy
liabilities with respect to reliance on the work done and the report of other auditors.
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INDEPENDENT AUDITORS REPORT ON THE Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
(e) On the basis of the written representations received from the directors of the Holding Company as on
March 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the
auditors who are appointed under Section 139 of the Act, of its subsidiary companies, associate and
jointly controlled entity incorporated in India, none of the directors of the Groups companies, its associate
and jointly controlled company incorporated in India is disqualified as on 31st March, 2015 from being
appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us and based on the report of the auditors of its subsidiaries, associate and
jointly controlled entity:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated
financial position of the Group, its associate and jointly controlled entity Refer Note 40(ii) to the
consolidated financial statements;
ii. Provision has been made in the consolidated financial statements, as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts Refer Note 40(i) to the consolidated financial statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education
and Protection Fund by the Holding Company, its subsidiaries, associate and jointly controlled entity
incorporated in India.
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of
even date
With respect to Aditya Birla Nuvo Limited (Holding Company) and its subsidiaries, joint controlled entity and associate
incorporated in India and to whom the provisions of the Order apply (Covered Entities), we report as follows:
(i) (a) The Holding Company and the Covered Entities have maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management of the Holding Company and
Covered Entities during the year but there is a regular programme of verification which, in our opinion
and as reported by the auditors of the Covered Entities, is reasonable having regard to the size of the
Holding Company and the Covered Entities and the nature of their assets. No material discrepancies
were noticed on such verification.
(ii) (a) The management of the Holding Company and the Covered Entities have conducted physical verification
of inventory at reasonable intervals during the year other than inventory lying with third parties, where
certificates confirming stocks have been received in respect of substantial portion of stock held.
(b) The procedures of physical verification of inventory followed by the management of holding company
and respective covered entities are reasonable and adequate in relation to the size of the Holding
Company and the Covered Entities and the nature of their businesses.
(c) The Holding Company and the Covered Entities are maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Holding Company and the Covered Entities have not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained under section 189 of the Companies
Act, 2013. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the
Holding Company and the Covered Entities and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us and as reported by the auditors
of Covered Entities, there are adequate internal control systems commensurate with the size of the Holding
Company and the Covered Entities and the nature of their businesses, for the purchase of inventory and fixed
assets and for the sale of goods and services. During the course of our audit and as reported by the auditors
of the Covered Entities, no major weakness or continuing failure to correct any major weakness in the internal
control system was observed in respect of these areas.
(v) The Holding Company and the Covered Entities have not accepted any deposits from the public.
(vi) We and auditors of the Covered Entities have broadly reviewed the books of account maintained by the
Holding Company and Covered Entities respectively, to the extent applicable and relevant, pursuant to the
rules made by the Central Government for the maintenance of cost records under Section 148(1) of the
Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been
made and maintained. The detailed examination of the same has not been made by us or such other auditors.
To the best of our knowledge and as explained and as reported by the auditors of certain other Covered
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INDEPENDENT AUDITORS REPORT ON THE Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
have been registered for a period of more than five years. In respect of certain other Covered Entities that
have been registered for a period of more than five years, the accumulated losses at the end of the financial
year are less than fifty per cent of their net worth and they have not incurred cash losses in the current and
immediately preceding financial year. However, based on the reports of the auditors of certain other Covered
Entities, the accumulated losses at the end of the financial year are more than fifty per cent of their net worth
and/or have incurred cash losses in the current and/or immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and explanations given by the management and as
reported by the auditors of Covered Entities, the Holding Company and Covered Entities have not defaulted in
their repayment of dues to financial institutions, banks or debenture holders.
(x) According to the information and explanations given to us and based on the reports of auditors of Covered
Entities, the Holding Company and certain Covered Entities have given guarantee for loans taken by others
from banks and financial institutions, the terms and conditions whereof are not prima-facie prejudicial to the
interest of the Holding Company and such Covered Entities.
(xi) Based on the information and explanations given by the management and the reports of auditors of Covered
Entities, term loans obtained by the Holding Company and certain Covered Entities were applied for the
purpose for which loans were obtained, other than temporary deployment pending application.
(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the
consolidated financial statements and as per the information and explanations given by the management and
reports of auditors of Covered Entities, which we have relied upon, we report that no fraud on or by the Holding
Company and the Covered Entities has been noticed or reported during the year, except auditors of one of the
subsidiaries has reported that, during the year under audit, two borrowers of the subsidiary have defrauded
the subsidiary by submitting forged documents at the time of borrowing and consequently such loans amounting
to ` 7.95 crore have become doubtful of recovery and the same have been fully provided for by the subsidiary
and in case of the Holding Company, there was a case of employee misappropriation which was not material
and was appropriately dealt with by the management.
Mumbai Mumbai
Date: May 14, 2015 Date: May 14, 2015
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 INDEPENDENT AUDITORS REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS
Annexure A: Dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty,
value added tax and cess on account of any dispute
Name of the statute Nature of the dues Period Forum where dispute Amount
is pending (` in Crores)
AY 2001-02, 2007-08 to 2009-10 High Court 0.04
Ay 2000-1 to 2012-13 Income Tax Appellate Tribunal 732.73
Income Tax Act, 1961 Tax Demands AY 2001-02, 2008-09 to 2010-11 Commissioner (Appeals) 1,341.21
to 2012-13
AY 2010-11 to 2012-13 Deputy Commissioner (Appeals) 0.24
1998-99, 2002-03 to 2009-10, High Court 41.62
2011-12 to 2012-13
Finance Act, 1994 Service tax including 2002-03 to 2011-12 Appellate Tribunal 17.19
(Service Tax) interest and penalty 2002-03, 2005-07, 2007-08 to Commissioner (Appeals) 62.37
2012-13
2004-05 to 2010-11 Commissioner 2.25
Employee Provident 2009-10 to 2011-12 Regional Provident Fund 1.40
Funds & Miscellaneous Provident Fund Commissioner
Provident Act, 1952
Karnataka Stamp Stamp Duty 2003-04 to 2007-08 Chief Revenue Controlling 0.91
Act, 1957 Authority, Karnataka
1975-76 to 1976-77, 1986-87, High Court 0.39
2001-02 & 2003-04
Customs Act, 1962 Custom Duty incl. 2003-04 to 2005-06, 2007-08, Appellate Tribunal 1.46
interest and penalty 2009-10, 2013-14
2013-14 Commissioner (Appeals) 0.64
2008-09 to 2010-11, 2012-13 to Supreme Court 0.95
2013-14
1998-99 to 2000-01, 2003-04 to High Court 16.69
2011-12, 2013-14 & 2014-15
Entry Tax 2002-03 State Tax Tribunal 0.52
2007-08 to 2008-09, 2012-13 Deputy/Joint Commissioner 0.58
(Appeals)
1998-99 to 2000-01, 2010-11 to Assessing Officer 1.55
2014-15
Sales Tax Act Sales Tax, Value Added 1999-00, 2002-03, 2004-05, High Court 29.34
Tax, Central Sales Tax, 2010-11 & 2012-13 to 2014-15
Trade Tax incl. Interest, 1997-98 to 2001-02, 2003-2014 State Tax Tribunal 2.46
Non-submission of forms
1995-96 to 1997-98, 1999-00, Commissioner of Commercial 17.57
2001-02, 2002-03 to 2011-12 Taxes (Appeals)/Revisional Board
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CONSOLIDATED BALANCE SHEET Aditya Birla Nuvo Limited - Annual Report 2014-2015
AS AT 31ST MARCH, 2015
` in Crores
As at As at
Note No. 31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
(A) Shareholders Funds
Share Capital 2A 130.14 130.18
Reserves and Surplus 3 12,737.86 11,058.56
Equity Attributable to Owners of the Parent 12,868.00 11,188.74
Minority Interest 801.83 778.12
Total Equity Sub-Total - (A) 13,669.83 11,966.86
(B) Preference Shares issued by Subsidiary and
Joint Venture Companies 2B 3.20 0.49
(C) Non-Current Liabilities
Long-term Borrowings 4A 15,036.59 11,895.61
Deferred Tax Liabilities (Net) 5 549.02 552.23
Other Long-term Liabilities 6A 473.47 562.09
Long-term Provisions 7A 290.10 242.69
Policyholders Fund 27,184.24 22,801.68
Fund for Discontinued Policies 524.15 475.44
Fund for Future Appropriations 10.42 18.49
Sub-Total - (C) 44,067.99 36,548.23
(D) Current Liabilities
Short-term Borrowings 4B 6,420.87 6,534.25
Trade Payables 3,079.56 3,090.98
Other Current Liabilities 6B 6,872.82 4,285.88
Short-term Provisions 7B 387.54 342.55
Policyholders Fund 738.38 206.99
Fund for Discontinued Policies 373.71
Fund for Future Appropriations 8.06 54.84
Sub-Total - (D) 17,880.94 14,515.49
TOTAL (A) + (B) + (C) + (D) 75,621.96 63,031.07
ASSETS
(E) Non-Current Assets
Fixed Assets
Tangible Assets 8A 7,125.39 7,642.57
Intangible Assets 8B 7,388.66 7,123.55
Capital Work-in-Progress 1,313.62 3,209.42
Intangible Assets under Development 10.23 23.44
15,837.90 17,998.98
Non-Current Investments
Investments of Life Insurance Business 9A 5,351.23 3,357.39
Other Investments 10A 550.73 478.17
Assets Held to Cover Linked Liabilities of Life Insurance Business 11A 21,529.90 16,999.88
Deferred Tax Assets (Net) 5 64.15 48.02
Long-term Loans and Advances 12A 11,070.73 6,531.92
Other Non-Current Assets 13A 26.92 43.95
Sub-Total - (E) 54,431.56 45,458.31
(F) Current Assets
Current Investments
CONSOLIDATED FINANCIAL STATEMENTS
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CONSOLIDATED STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
Year Ended Year Ended
Note No. 31st March, 2015 31st March, 2014
Revenue from Operations 17 26,696.09 26,110.05
Less: Excise Duty (180.08) (218.55)
Net Revenue from Operations 26,516.01 25,891.50
Other Income 18 407.95 340.21
Total Revenue 26,923.96 26,231.71
Expenses
Cost of Materials Consumed 19 3,322.49 2,944.12
Purchase of Stock-in-Trade 2,326.37 2,183.99
Changes in Inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade 20 (95.26) (226.68)
Employee Benefits Expenses 21 2,420.88 3,895.38
Benefits Paid (Life Insurance Business) 3,771.89 3,665.50
Change in Valuation of Liability in respect of
Life Insurance Policies in Force 22 243.70 (343.08)
Other Expenses 23 9,135.68 9,185.92
Total Expenses 21,125.75 21,305.15
1
108.62 91.12
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
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CONSOLIDATED CASH FLOW STATEMENT Aditya Birla Nuvo Limited - Annual Report 2014-2015
FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
PARTICULARS 2014-15 2013-14
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
PARTICULARS 2014-15 2013-14
As per our attached Report of even date For and on behalf of the Board of Directors
For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL
ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI
Chartered Accountants Chartered Accountants B. R. GUPTA
G. P. GUPTA
S. C. BHARGAVA
Directors
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 1
SIGNIFICANT ACCOUNTING POLICIES:
I. BASIS OF PREPARATION
The Consolidated Financial Statements (CFS) comprise the financial statement of Aditya Birla Nuvo Ltd. (Company) and
its Subsidiaries, Joint Ventures and Associate (hereinafter referred to as Group Companies and together as Group)
(Refer Annexure A to Note 1). The CFS of the Group have been prepared in accordance with generally accepted
accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis in compliance with all
material aspect of the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013, read together
with paragraph 7 of the Companies (Accounts) Rules, 2014, in case of Life Insurance Company guidelines issued by the
Insurance Regulatory and Development Authority (IRDA) and in case of Non-Banking Financial Companies (NBFCs) guidelines
issued by the Reserve Bank of India (RBI), as applicable to NBFC. The accounting policies adopted in the preparation of
financial statements are consistent with those of previous year, except for the change in accounting policy explained in
paragraph II below.
All assets and liabilities have been classified as current or non-current as per the Groups normal operating cycle, and other
criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the
acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its
operating cycle as upto twelve months for the purpose of current/non-current classification of assets and liabilities.
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
D: Assets at Showroom
Assets at showroom (Excluding Assets of Pantaloons format) 5 Years
E: Leasehold Assets
Leasehold Land Period of Lease
Leasehold Improvements Period of Lease
Fixed Assets, individually costing less than Rupees five thousand, are fully depreciated in the year of purchase.
Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-rata basis with reference
to the month of addition/disposal/discarding, and in the case of capitalisation of Greenfield/Brownfield project, depreciation
is charged from the date the project is ready to commence commercial production to the Statement of Profit and Loss.
Asset Retirement Obligation in Telecom Business are capitalised based on a constructive obligation as a result of past
events, when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the
amount can be made. Such costs are depreciated over the remaining useful life of the assets.
Expenditure during construction period incurred on projects, which are directly attributable to projects under implementation,
are treated as Pre-operative expenses, pending allocation to the assets, and are included under Capital Work-in-Progress.
These expenses are apportioned to fixed assets on commencement of commercial production.
VIII. IMPAIRMENT OF ASSETS
The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on
internal/external factors. An asset is treated as impaired when the carrying cost of the assets exceeds its recoverable value.
An impairment loss, if any, is charged to the Statement of Profit and Loss in the year in which an asset is identified as
impaired. Reversal of impairment losses recognised in the prior years is recorded when there is an indication that the
impairment losses recognised for the assets no longer exist or have decreased.
IX. BORROWING COSTS
Borrowing Costs attributable to acquisition and construction of qualifying assets are capitalised as a part of the cost of such
assets up to the date when such assets are ready for its intended use.
Other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.
X. TRANSLATION OF FOREIGN CURRENCY ITEMS
Transactions in foreign currency are recorded at the rate of exchange prevailing on the date of transaction. Foreign currency
monetary items are reported using closing rate of exchange at the end of the year. With respect to the exchange difference
arising on translation/settlement of long-term foreign currency items from 1st April, 2011, the Group has adopted following
policy:
(i) Foreign exchange difference on account of a depreciable asset is adjusted in the cost of the depreciable asset, which
would be depreciated over the balance life of the asset.
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(ii) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item Translation
Difference Account, and amortised over the balance period of such long-term asset/liability.
Exchange difference on restatement of all other monetary items is recognised in the Statement of Profit and Loss. Other
non-monetary items like fixed assets, investments in equity shares are carried in terms of historical cost using the exchange
rate at the date of transaction.
Translation of foreign subsidiary is done in accordance with AS-11 (Revised) The Effects of Changes in Foreign Exchange
Rates. In the case of subsidiaries, the operation of which are considered as integral, the Balance Sheet items have been
translated at closing rate except share capital and fixed assets, which have been translated at the transaction date. The
income and expenditure items have been translated at the average rate for the year. Exchange Gain/(Loss) is recognised
in the Statement of Profit and Loss.
In case of subsidiaries, the operation of which are considered as non-integral, all assets and liabilities are converted at the
closing rate at the end of the year, and items of income and expenditure have been translated at the weighted-average
rates, where such rates approximate the exchange rate at the date of transaction. Exchange gain/(loss) arising on conversion
is recognised under Foreign Currency Translation Reserve.
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.
i. Debt Securities
a) Investments of Shareholders fund and non-linked fund of Policyholders:
All debt securities, including government securities, are considered as held to maturity and stated at amortised
cost.
b) Policyholders linked funds:
All debt securities, including government securities, are valued using CRISIL Bond Valuer/CRISIL Gilt Prices, as
applicable.
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CONSOLIDATED FINANCIAL STATEMENTS
XIII. INVENTORIES
Raw materials, components, stores and spares, and packing material are valued at lower of cost and net realisable value.
However, these items are considered to be realisable at cost if the finished products, in which they will be used, are
expected to be sold at or above cost.
Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realisable value. Finished goods
and work-in-progress include costs of conversion and other costs incurred in bringing the inventories to their present
location and condition.
Cost of inventories is computed on a weighted-average basis.
Proceeds in respect of sale of raw materials/stores are credited to the respective heads. Obsolete, defective and unserviceable
inventory is duly provided for.
Certified Emission Reductions (CERs) are valued at lower of cost and net realisable value. Cost includes consultants fee
and the cash payment made under the second levy to the concerned authorities for obtaining the credit of CERs.
managements estimate taking into account known policy parameters and input price escalation/de-escalation.
Income from Certified Emission Reductions (CERs) is recognised on sale of CERs.
The property in merchandise of third party concession stores located within the main departmental store of the Group
passes to the Group once a customer decides to purchase an item from the concession store. The Group in turn sells the
item to the customer and is according included under retail sales.
Gift voucher sales are recognised when the vouchers are redeemed and goods are sold to the customer.
Interest Income is recognised on a time proportion basis taking into account the amount outstanding and applicable interest
rate except in case of NBFC business non-performing assets are recognised on receipt basis.
Dividend income on investments is accounted for when the right to receive the payment is established.
For Life Insurance Business, revenue is recognised as follows:
Premium is recognised as income when due from policyholders. For unit-linked businesses, premium income is recognised
when the associated units are created. Premium on lapsed policies is recognised as income when such policies are reinstated.
Premiums are net of Service Tax on risk premium collected, if any.
In case of Linked Business, Top-up premiums paid by policyholders is considered as single premium and are unitised as
prescribed by the regulations. This premium is recognised when the associated units are created.
Income from linked policies, which include asset management fees, policy administration charges, mortality charges and
other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of the policies and
recognised when due.
Accretion of discount and amortisation of premium relating to debt securities is recognised over the remaining maturity
period on a straight-line basis.
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The realised gain/loss on debt securities held for linked business and on sale of equity shares/mutual fund units is the
difference between the net sale consideration and weighted-average cost.
Reinsurance premium ceded is accounted for at the time of recognition of the premium income in accordance with the
terms and conditions of the relevant treaties with the reinsurers. Impact on account of subsequent revisions to or cancellations
of premium is recognised in the year in which they occur.
In case of Telecom Business, Recharge fees on recharge vouchers is recognised as revenue as and when the recharge
voucher is activated by the subscriber. Unbilled receivables, represent revenues recognised from the bill cycle date to the
end of each month. These are billed in the subsequent periods as per the terms of the billing plans. Revenue from passive
infrastructure is recognised on accrual basis (net of reimbursements) as per the contractual terms on straight-line method
over the contract period.
Income from Financial Services includes brokerage and fees on mutual fund units, bonds, fixed deposits, IPOs private
equity and other alternative products, and services which is recognised when due, on completion of transaction. Management
fees are recognised on accrual basis at specific rates, applied on the average daily net assets of each scheme. The fees
charged are in accordance with the terms of Scheme Information Documents of respective schemes and are in line with the
provisions of SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Advisory and portfolio management
fees are accounted on an accrual basis as per contractual terms with clients. Income on discounted instruments is recognised
over the tenure of the instrument on a straight-line basis. Stock and Commodity Brokerage Income is recognised on the
trade date of the transaction upon confirmation of the transactions by the exchanges. Trusteeship fee is recognised on an
accrual basis, in accordance with the terms of the Trust Deed.
XX. FUND FOR FUTURE APPROPRIATION AND FUND FOR DISCONTINUED POLICIES (LIFE INSURANCE BUSINESS)
Amounts estimated by the Appointed Actuary as Funds for Future Appropriation in respect of lapsed Unit Linked Policies
are set-aside in the Balance Sheet, and are not available for distribution to shareholders until expiry of the revival period.
Premium Discontinuance Fund represents the fund value of all policies which are issued and discontinued after July 2010
and are set-aside in the Balance Sheet as per requirement of relevant regulations.
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CONSOLIDATED FINANCIAL STATEMENTS
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 Groups liability is actuarially determined (using the Projected Unit Credit
Method) at the end of the year, and any shortfall in the Fund size maintained by the Trust set up by the Group is
additionally provided for. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which
they arise.
c) Long-term Incentive Plan
Provision for long-term incentive plan for different cadre of employees is based on the estimated future liability of
long-term plan and same is assessed on yearly basis.
XXII. EMPLOYEE STOCK OPTIONS
The stock options and stock appreciation rights (SAR) granted are accounted for as per the accounting treatment prescribed
by Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014, issued by Securities and
Exchange Board of India and the Guidance Note on Accounting for Employee Share-based Payments, issued by the ICAI,
whereby the intrinsic value of the option is recognised as employee compensation. The employee compensation is charged
to the Statement of Profit and Loss on the straight-line basis over the vesting period of the option.
In respect of re-pricing of existing stock options, the incremental intrinsic value of the options is accounted as employee
cost over the remaining vesting period.
In case of forfeiture stock option which is not vested, amortised portion is reversed by credit to employee compensation
expense. In a situation where the stock option expires unexercised, the related balance standing to the credit of the employees
Stock Options Outstanding Account are transferred to the General Reserve.
XXIII. TAXATION
Tax expense comprises of current and deferred tax.
Provision for current tax is made on the basis of estimated taxable income for the current accounting year in accordance
with the Income-tax Act, 1961, and tax laws prevailing in the respective tax jurisdictions the Group operates.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised
amounts, and there is an intention to settle the asset and the liability on a net basis.
The deferred tax for timing differences between the book and tax profits for the year is accounted for, using the tax rates and
laws that have been substantively enacted as of the Balance Sheet date. Deferred tax assets arising from timing differences
are recognised to the extent there is reasonable certainty that these would be realised in future.
The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Group writes down the carrying
amount of a deferred tax asset to the extent that it is no longer reasonably certain that sufficient future taxable income will be
available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes
reasonably certain that sufficient future taxable income will be available.
In case of unabsorbed losses and unabsorbed depreciation, deferred tax assets thereon are recognised only if there is
CONSOLIDATED FINANCIAL STATEMENTS
virtual certainty supported by convincing evidence that they can be realised against future taxable profit. At each Balance
Sheet date the Group reassesses unrecognised deferred tax assets.
Minimum Alternatives Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence
that the companies in the Group will pay normal Income Tax during the specified period. In the year, in which the MAT credit
becomes eligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Note
issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of
Profit and Loss and shown as MAT Credit Entitlement. The companies in the Group review the same at each Balance Sheet
date and write down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to
the effect that Group will pay normal Income Tax during the specified period.
XXIV. RESEARCH AND DEVELOPMENT
Revenue expenditure on research is expensed under the respective heads of the account in the period in which it is
incurred.
Development expenditure is capitalised as an asset if the following conditions can be demonstrated:
a) The technical feasibility of completing the asset so that it can be made available for use or sell.
b) The Group has the intention to complete the asset and use or sell it.
c) The Group has the ability to sell the asset.
d) The future economic benefits are probable.
e) The Group has the ability to measure the expenditure attributable to the asset during its development reliably.
Other development costs which do not meet the above criteria are expensed out during the period in which they are
incurred.
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CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARIES
Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSL) India 100.00% 100.00%
Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSL) India 100.00% 100.00%
Aditya Birla Money Limited (ABML) (Subsidiary of ABFSL) India 75.00% 75.00%
Aditya Birla Commodities Broking Limited (ABCBL) (100% Subsidiary of ABML) India 75.00% 75.00%
Aditya Birla Financial Shared Services Limited (ABFSSL) (Subsidiary of ABFSL) India 100.00% 100.00%
Aditya Birla Finance Limited (ABFL) (Subsidiary of ABFSL) India 100.00% 100.00%
Aditya Birla Insurance Brokers Limited (ABIBL) (Subsidiary of ABFSL) India 50.01% 50.01%
Aditya Birla Money Mart Limited (ABMML) (Subsidiary of ABFSL) India 100.00% 100.00%
Aditya Birla Money Insurance Advisory Services Limited (Subsidiary of ABMML) India 100.00% 100.00%
Birla Sun Life Asset Management Company Limited (BSAMC) (Subsidiary of ABFSL) India 51.00% 51.00%
Birla Sun Life AMC (Mauritius) Ltd. (100% Subsidiary of BSAMC) Mauritius 51.00% 51.00%
Aditya Birla Sun Life AMC Ltd., Dubai (100% Subsidiary of BSAMC) Dubai 51.00% 51.00%
Aditya Birla Sun Life AMC Pte. Ltd., Singapore (ABSLAMC) (100% Subsidiary of BSAMC) Singapore 51.00% 51.00%
International Opportunities Fund SPC(IOF)** (Subsidiary of ABSLAMC) Cayman Islands 51.00% 51.00%
Birla Sun Life Trustee Company Private Limited (BSTPL) (Subsidiary of ABFSL) India 50.85% 50.85%
CONSOLIDATED FINANCIAL STATEMENTS
Aditya Birla Housing Finance Limited (Subsidiary of ABFSL) India 100.00% 100.00%
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CONSOLIDATED FINANCIAL STATEMENTS
Birla Sun Life Insurance Company Limited (BSLICL) India 74.00% 74.00%
Birla Sun Life Pension Management Limited (Subsidiary of BSLICL) (BSLPML) India 74.00%
Madura Garments Lifestyle Retail Company Limited (MGLRCL) India 100.00% 100.00%
JOINT VENTURES
* India Advantage Fund Limited (IAFL), wholly owned Subsidiary of Birla Sun Life Asset Management Company Limited, is a
collective investment scheme set-up as a fund in Mauritius with the status of a limited company under the Mauritius Companies
Act. In terms of constitution and private placement memorandum, IAFL has classes of redeemable participating shares. Each
class of participating shares has its own Balance Sheet and Statement of Profit and Loss. The Profit/Loss of each such class
belongs to the participating shareholders of that class. Birla Sun Life Asset Management Company Limited (BSAMC) owns
100% of the management share, and management shareholder is not entitled to any beneficial interest in the profit/loss of
various classes nor is required to make good any shortfall. In substance, there are no direct or indirect economic benefits
received by the management shareholders. The substance over form must prevail. Accordingly, the Group has not consolidated
IAFL in the Consolidated Financial Statements.
** Aditya Birla Sun Life AMC Pte Limited, Singapore, has made investment in International Opportunities Fund. International
Opportunities Fund SPC(IOF) is segregated portfolio company set up as a fund in Cayman Islands under the Cayman Islands
Monetary Act. In terms of constitution and private placement memorandum, IOF has various segregated portfolio which issues
redeemable participating shares. Each Segregated Portfolio of participating shares has its own Balance Sheet and Profit and
Loss Account. The Profit/Loss of each such Portfolio belongs to the participating shareholders of that segregated portfolio.
Aditya Birla Sun Life Asset Management Pte. Limited (ABSLAMC) owns 100% of the management share, and management
shareholder is not entitled to any beneficial interest in the profit/loss of various segregated portfolios nor is required to make
good any shortfall. In substance there are no direct or indirect economic benefits received by the management shareholders.
The substance over form must prevail. Accordingly, the Group has not consolidated IOF in the Consolidated Financial Statement.
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
NOTE: 2A Numbers 31st March, 2015 31st March, 2014
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 130,279,180 130.28 130.13
(130,126,295)
130.28 130.13
1) Reconciliation of the number of shares outstanding at the beginning and at the end of the period
Sr. Description As at 31st March, 2015 As at 31st March, 2014
No. Equity Preference Equity Preference
Shares Shares Shares Shares
1. No. of Shares Outstanding at the beginning of
the period 130,084,972 10,000 120,213,187 10,000
2. Allotment of Rights Shares kept in abeyance
on various dates 19
3. Allotment of Shares on exercise of option by
CONSOLIDATED FINANCIAL STATEMENTS
3) During the year, 10,000- 6% Redeemable Cumulative Preference Shares of ` 100/- each of the Company have been redeemed
out of the profits of the Company, on 29th September, 2014. These Preference Shares carry cumulative dividend @6% p.a.
An Interim dividend of ` has been declared and paid on these preference shares on pro-rata basis.
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CONSOLIDATED FINANCIAL STATEMENTS
2. TGS Investment and Trade Private Limited 13,506,736 10.38% 13,506,736 10.38%
4. Trapti Trading & Investments Private Limited 9,423,935 7.24% 9,423,935 7.24%
6) Share reserved for issue under options and contracts, including the terms and amounts:
For details of Shares reserved for issue under the Employee Stock Option Plan ( ESOP) of the Group refer Note: 34.
7) There are no Equity and Preference Shares issued as fully paid-up pursuant to any contract in consideration of other than cash
or bought back during the preceding last five years except issue of 10,000 6% Redeemable Cumulative Preference Shares of
` 100 each pursuant to a Scheme of Composite Arrangement to shareholders of Pantaloons Fashion & Retail Limited.
8) Pursuant to the provisions of Section 126 of Companies Act, 2013, the issue of following equity shares are kept in abeyance.
Sr. Particulars No. of Shares
9) During the year 100,664 ESOP shares have been issued by the Company, which will be allotted upon exercise of ESOP.
10) In the year 1997, the Company had forfeited 4,487 shares held by 299 holders on account of non-payment of call money with
interest on shares issued against each detachable warrant.
11) 3,168,459 equity shares (Previous Year: 3,182,052) are represented by Global Depository Receipts.
12) During the last five years, there were 30 Bonus Shares (Previous Year: 80 Bonus Shares) issued out of shares kept in
abeyance.
13) Figures in brackets represent the corresponding number of shares for Previous Year.
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 2B
PREFERENCE SHARE ISSUED BY SUBSIDIARY AND
JOINT VENTURE COMPANIES
6% Redeemable Cumulative Preference Shares of ` 100/- each,
fully paid-up of the Subsidiary Company 0.01 0.01
0.001% Compulsorily Convertible Preference Shares of ` 10/- each,
fully paid-up of the Subsidiary Company 2.74
Compulsory Convertible Preference Shares of ` 10/- each,
fully paid-up of the Subsidiary Company of Joint Venture Company 0.45 0.48
3.20 0.49
NOTE: 3
RESERVES AND SURPLUS
1) Capital Reserves 269.97 269.97
2) Capital Redemption Reserve
Opening Balance as per last audited Financial Statement 9.61 9.61
Addition:
Transfer from Surplus/(Deficit) in the Statement of Profit and Loss
on Redemption of Preference Shares 0.10
9.71 9.61
3) Securities Premium Account
Opening Balance as per last audited Financial Statement 6,092.02 5,198.60
Addition:
Conversion of Share Warrants 884.64
ESOP Exercised 5.91 8.79
Transfer from Stock Options Outstanding Account on Exercise of Options 2.27 3.61
Premium on issue of shares via QIP and Preferential Allotment
(Net of Share issue expenses of ` 5.88 Crore) 802.88
Premium on issue of Compulsorily Convertible Preference Shares
of the Subsidiary Company 32.26
Allotment of Rights Issue Shares
Deduction:
Stake Change in Joint Venture 175.41 3.62
CONSOLIDATED FINANCIAL STATEMENTS
6,759.93 6,092.02
4) Debenture Redemption Reserve
Opening Balance as per last audited Financial Statement 41.54 66.91
Addition:
Transfer from Surplus in the Statement of Profit and Loss 24.91 24.63
Deduction:
Transferred to General Reserve on Redemption of Debentures 13.45 50.00
Stake Change in Joint Venture 0.46
52.54 41.54
5) Share Options Outstanding Account
Opening Balance as per last audited Financial Statement 8.55 12.92
Addition:
Charge for the year 11.72 2.91
Deduction:
Transfer to Securities Premium Account on Exercise of Options 2.27 3.61
Transfer to General Reserve on Lapse of Options 3.66
Stake Change in Joint Venture 0.32 0.01
17.68 8.55
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
6) Other Reserves
i) General Reserve
Opening Balance as per last audited Financial Statement 3,640.62 2,986.44
Addition:
Transfer from Surplus in the Statement of Profit and Loss 201.76 501.40
Transfer from Debenture Redemption Reserve on Redemption of Debentures 13.45 50.00
Transfer from Share Options Outstanding Account on Lapse of Options 3.66
Reserve created on merger of certain companies with JV of Idea 132.69
Deduction:
Transitional Provision of Schedule II Impact
(Net of Deferred Tax Amounting of ` 6.44 Crore) [Refer Note: 1(II)] 13.21
Depreciation Charge on Fair Value Portion of Fixed Assets by JV of Idea 17.73 30.66
Groups Share of Idea JV discrepancy in physical verification of
Fixed Assets as per scheme 0.20 2.89
Amount Transferred to Surplus in Profit and Loss 13.45
Amount Transferred on Stake Change of Joint Venture/Divestment
of Subsidiaries 11.95 0.02
3,799.29 3,640.62
ii) Special Reserve(a)
Opening Balance as per last audited Financial Statement 92.29 58.76
Addition:
Transfer from Surplus in the Statement of Profit and Loss 54.69 33.53
146.98 92.29
iii) Capital Fund(b) 0.02 0.02
iv) Credit/(Debit) Fair Value Change Account(c)
Opening Balance as per last audited Financial Statement 0.10
Addition/(Deduction) during the year (0.10) 0.10
0.10
v) Foreign Currency Translation Reserve
Opening Balance as per last audited Financial Statement 156.38 130.78
Addition:
During the Year 9.97 25.60
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
212
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 4A
LONG-TERM BORROWINGS
SECURED
Debentures 3,360.38 1,220.33
Rupee Term Loans from
Banks 6,317.81 4,802.76
Others 188.86 266.97
Foreign Currency Loans from
Banks 267.05 399.14
Others 1,027.59 1,288.68
Finance Lease Liabilities 8.17 8.05
11,169.86 7,985.93
UNSECURED
Debentures 1,350.00 955.00
Rupee Term Loans from Others 6.05 2.86
Foreign Currency Loans from Banks 333.16 746.30
Deferred Payment Liability towards Spectrum 2,177.52 2,205.52
3,866.73 3,909.68
15,036.59 11,895.61
NOTE: 4B
SHORT-TERM BORROWINGS
SECURED
Loan Repayable on Demand from Banks 1,911.17 2,465.15
1,911.17 2,465.15
UNSECURED
Loan Repayable on Demand from
Banks 1,348.01 844.16
Others 100.00 9.54
Other Loans and Advances
Commercial Papers* 3,061.69 3,215.40
4,509.70 4,069.10
6,420.87 6,534.25
*Commercial Papers are shown net of unamortised discounting charges.
NOTE: 5
Deferred Tax Assets in certain subsidiaries are recognised on losses and unabsorbed
depreciation only to the extent of Deferred Tax Liabilities in those subsidiaries.
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CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 6A
OTHER LONG-TERM LIABILITIES
Trade Payables 89.01 73.15
Interest Accrued but Not Due on Borrowings 44.73 109.12
Other Payables
Deposits 149.97 128.57
Advance from Customers 32.61 74.55
Income Received in Advance 73.37 75.36
Payables for Capital Expenditure 1.32 2.81
Others 82.46 98.53
473.47 562.09
NOTE: 6B
OTHER CURRENT LIABILITIES
Current Maturities of Long-term Borrowings 4,526.36 2,109.53
Current Maturities of Finance Lease Obligations 0.75 0.81
Interest Accrued but Not Due on Borrowings 366.80 204.50
Income Received in Advance 4.50 15.15
Investors Education and Protection Fund to be credited as and when due
Unpaid Dividend 3.27 3.07
Unpaid Matured Deposits and Interest Accrued thereon 0.02
Money Due for Refund on Fraction Shares 0.28 0.28
Other Payables
Advance from Customers 522.11 549.47
Book Overdraft 233.60 87.02
Payables for Capital Expenditure 405.59 394.18
Statutory Dues 312.48 372.26
Deposits 71.50 79.99
Dividend Payable by Joint Venture 0.03
Due to Life Insurance Policyholders 311.86 307.62
Provisions for Premium on Redemption of Debentures 47.09
Derivative Liability (Net)* 14.66 24.40
CONSOLIDATED FINANCIAL STATEMENTS
*This represents Mark-to-Market on Derivative Contracts taken for the purpose of hedging.
NOTE: 7A
LONG-TERM PROVISIONS
Provisions for:
Employee Benefits 100.45 76.39
Others
Contingent Provision on Standard Asset of Financing Activities 23.92 12.95
Provision for Doubtful Loans and Advances of Financing Activities 89.70 73.02
Other Long-term Provisions# 76.03 80.33
290.10 242.69
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 7B
SHORT-TERM PROVISIONS
Provisions for:
Employee Benefits 153.95 138.52
Others
Taxation (Net of Advance Tax) 69.51 56.05
Proposed Dividend
Equity 91.10 91.06
Preference 0.01
Provision for Corporate Tax on Dividend
Equity 30.13 22.02
Preference 0.01
Contingent Provision on Standard Asset of Financing Activities 30.07 25.41
Other Short-term Provisions # 12.78 9.47
387.54 342.55
# Additional disclosure as per Accounting Standard-29 Provisions, Contingent Liabilities and Contingent Assets
A. Warranty
Opening Balance 0.53 0.75
Arising during the year 0.13 0.04
Utilised (0.02)
Unused Amounts Reversed (0.09) (0.25)
Closing Balance 0.55 0.54
Long-term 0.11
Short-term 0.44 0.54
0.55 0.54
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 Programme
Opening Balance 8.93 5.29
Arising during the year 30.76 23.26
Utilised (26.09) (19.62)
Unused Amounts Reversed (1.26)
Closing Balance 12.34 8.93
Customer Relationship Management Loyalty Programme 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. It is expected that this provision
will be utilised within one year.
C. Asset Retirement Obligation
Opening Balance 80.33 37.79
Arising during the year 2.59 1.92
Change in Liability on Stake Change of Joint Venture (6.21) (0.06)
Addition pursuant to merger of subsidiary and certiain companies in JV of IDEA 41.20
Utilised (0.79) (0.52)
Closing Balance 75.92 80.33
Asset Retirement Obligation provision is recognised for the costs to be incurred for the restoration of premises taken on lease
to install equipment, at the end of the lease period. It is expected that this provision will be utilised at the end of the lease
period of the respective sites as per the respective lease agreements.
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CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 8A
TANGIBLE ASSETS ` in Crores
Freehold Leasehold Freehold Leasehold Leasehold Plant & Furniture Office Vehicles Railway TOTAL
Land Land Buildings Buildings Improve- Equipment & Fixtures Equipment Sidings
ments
Gross Block
As at 1st April, 2013 47.93 33.39 446.83 4.84 321.21 12,400.61 746.33 564.54 68.75 5.84 14,640.27
Additions 1.02 0.27 41.13 1.16 37.64 1,331.06 102.19 48.83 14.81 1,578.11
Deletions 0.72 1.27 32.34 237.07 45.40 13.83 15.29 345.92
Foreign Exchange
Translation Difference 3.88 8.21 2.10 0.44 14.63
Addition/(Deletion) on
Stake Change/Divestment/
Amalgamations (16.99) (7.07) (81.24) (612.14) (7.80) (8.75) (4.18) (738.17)
As at 31st March, 2014 31.96 25.87 405.45 6.00 330.39 12,890.67 797.42 591.23 64.09 5.84 15,148.92
Additions 0.02 17.89 12.96 0.42 28.44 1,288.74 110.24 74.91 17.35 1,550.97
Deletions 0.04 0.41 10.30 210.94 31.89 25.43 11.00 290.01
Foreign Exchange
Translation Difference 0.22 1.19 0.59 0.09 2.09
Addition/(Deletion) on
Stake Change/Divestment/
Amalgamations (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 43.74 414.56 6.42 241.67 12,942.93 809.80 616.92 67.45 5.84 15,181.04
Accumulated Depreciation
As at 1st April, 2013 2.89 123.62 1.80 190.06 5,644.69 404.98 329.10 40.41 5.55 6,743.10
For the Year 0.12 12.22 0.63 40.02 1,166.54 99.97 77.65 11.19 1,408.34
Deletions 0.58 0.33 27.89 217.63 41.77 12.22 13.02 313.44
Foreign Exchange
Translation Difference 1.83 6.70 0.92 0.18 9.63
Addition/(Deletion) on
Stake Change/Divestment/
Amalgamations (1.01) (15.75) (311.66) (4.62) (6.44) (1.80) (341.28)
As at 31st March, 2014 1.42 119.76 2.43 204.02 6,288.64 459.48 388.27 36.78 5.55 7,506.35
For the Year 0.29 12.69 0.54 38.48 1,211.87 139.56 90.03 12.79 1,506.25
Deletions 0.10 9.11 196.33 31.19 24.66 8.22 269.61
Foreign Exchange
Translation Difference 0.11 0.90 0.42 0.06 1.49
Charge to Retained earnings on
account of Schedule II 6.88 15.74 5.05 7.17 34.84
Addition/(Deletion) on
Stake Change/Divestment/
Amalgamations (0.01) (1.55) (77.70) (580.67) (46.11) (15.78) (1.85) (723.67)
CONSOLIDATED FINANCIAL STATEMENTS
As at 31st March, 2015 1.70 137.68 2.97 155.80 6,740.15 527.21 445.09 39.50 5.55 8,055.65
Net Block as at
31st March, 2014 31.96 24.45 285.69 3.57 126.37 6,602.03 337.94 202.96 27.31 0.29 7,642.57
Net Block as at
31st March, 2015 31.71 42.04 276.88 3.45 85.87 6,202.78 282.59 171.83 27.95 0.29 7,125.39
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CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 8B
INTANGIBLE ASSETS ` in Crores
Goodwill Goodwill Brands/ Computer Technical Investment Client Telecom Non- TOTAL
on Con- Trade- Software Know-how Manage- Acquisi- Entry/ Compete
solidation marks ment tion Cost Licence Fees
Rights Fees*
Gross Block
As at 1st April, 2013 1,226.30 3,604.67 193.17 378.34 6.60 53.84 16.28 2,795.67 0.33 8,275.20
Additions 21.60 109.13 17.79 148.52
Deletions 0.13 0.13
Foreign Exchange Translation Difference 0.69 13.69 10.13 0.27 24.78
Addition/(Deletion) on Stake
Change/Divestment/
Amalgamations 160.94 (3.44) (4.48) 153.02
As at 31st March, 2014 1,226.99 3,779.30 214.77 494.03 6.60 53.84 16.55 2,808.98 0.33 8,601.39
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
Addition/(Deletion) on
Stake Change/Divestment/
Amalgamations (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
Accumulated Amortisation/Impairment
As at 1st April, 2013 5.74 169.77 267.63 4.61 40.39 13.00 729.77 0.22 1,231.13
Amortisation for the Year 4.61 70.90 0.92 5.38 1.74 147.52 0.11 231.18
Impairment Loss During the Year 18.65 18.65
Deletions 0.13 0.13
Foreign Exchange Translation Difference 0.09 1.02 0.07 1.18
Addition/(Deletion) on Stake Change/
Divestment/Amalgamations (3.01) (1.16) (4.17)
As at 31st March, 2014 5.83 18.65 174.38 336.41 5.53 45.77 14.81 876.13 0.33 1,477.84
Amortisation for the Year 4.49 44.25 0.92 5.56 0.18 158.83 214.23
Impairment Loss During the Year
Deletions 1.71 1.71
Foreign Exchange Translation Difference 0.08 0.09 0.15 0.32
Addition/(Deletion) on Stake Change/
Divestment/Amalgamations (5.91) (52.96) (15.14) (70.30) (144.31)
Intangible Assets As at As at
31st March, 2015 31st March, 2014
Telecom Entry/Licence Fees Ranges between 12 and 240 months based on Ranges between 24 and 228 months based on
the respective Telecom Service Licence period. the respective Telecom Service Licence period.
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 8A and 8B
During the year, the Group has capitalised the following expenses
to cost of Fixed Assets/Capital Work-in-Progress
Salaries and Wages 2.94 1.20
Contribution to Provident and Other Funds 0.10
Staff Welfare Expenses 0.08
Power and Fuel 0.20
Rent 0.48
Legal and Professional Expenses 5.08
Travelling and Conveyance 0.11 0.20
Interest Expenses 121.81 13.60
Miscellaneous Expenses 0.08 0.49
125.14 21.23
Add: Brought forward from previous year 16.80 13.07
Less: Capitalised during the year 74.91 17.50
Less: Impact on Stake Change 0.79
66.24 16.80
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 9A
INVESTMENTS OF LIFE INSURANCE BUSINESS: NON-CURRENT
(i) Shareholders Investments
Quoted
Investments in
Government or Trust Securities 676.91 580.88
Debentures/Bonds 746.46 528.60
1,423.37 1,109.48
Unquoted
Investments in
Equity Instruments 1.25 1.25
Others (Fixed Deposits) 45.85 9.90
47.10 11.15
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Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 9B
INVESTMENTS OF LIFE INSURANCE BUSINESS: CURRENT
(i) Shareholders Investments
Quoted
Investments in
Government or Trust Securities 0.37
Debentures/Bonds 0.75 5.00
Mutual Funds 50.69 170.01
51.81 175.01
Unquoted
Investments in
Others
Fixed Deposits 30.00 30.00
Collateralised Borrowing and Lending Obligation 3.57
30.00 33.57
Sub-Total - (i) 81.81 208.58
Unquoted
Investments in
Others
Fixed Deposits 10.00 95.00
Collateralised Borrowing and Lending Obligation 6.60 92.76
Certificate of Deposits 23.11 72.88
39.71 260.64
Sub-Total - (ii) 250.40 563.96
219
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 10A
OTHER INVESTMENTS: NON-CURRENT
Quoted
Investments in
Equity Instruments 201.72 201.72
Debentures or Bonds 1.11 1.11
Mutual Funds 102.31 50.00
305.14 252.83
Unquoted
Investments in
Equity Instruments 2.58 2.74
Preference Shares 26.68 27.49
Debentures or Bonds 0.07
Mutual Funds* 25.65 0.04
Others (Private Equity Fund, PMS and Real Estate Fund) 190.68 195.00
245.59 225.34
550.73 478.17
NOTE: 10B
OTHER INVESTMENTS: CURRENT
Quoted
Investments in
Equity Instruments 0.15
Mutual Funds 3.78 134.00
3.78 134.15
Unquoted
CONSOLIDATED FINANCIAL STATEMENTS
Investments in
Debentures or Bonds 467.57 116.73
Mutual Funds 3,111.92 226.54
Others (Commercial Papers) 24.31 186.06
3,603.80 529.33
3,607.58 663.48
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CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 11A
ASSET HELD TO COVER LINKED LIABILITIES OF LIFE INSURANCE BUSINESS: NON-CURRENT
Quoted
Investments in
Equity Instruments 11,251.04 10,256.04
Preference Shares 8.74 7.65
Government or Trust Securities 4,701.36 2,901.32
Debentures or Bonds 5,270.65 3,666.18
21,231.79 16,831.19
Unquoted
Investments in
Debentures or Bonds 29.72
Others
Fixed Deposits 270.50 115.10
Other Current Assets
Interest Accrued on Investments 27.61 23.87
298.11 168.69
Total 21,529.90 16,999.88
NOTE: 11B
ASSET HELD TO COVER LINKED LIABILITIES OF LIFE INSURANCE BUSINESS: CURRENT
Quoted
Investments in
Equity Instruments 88.86
Government or Trust Securities 51.48 108.82
Debentures or Bonds 336.96 640.80
Mutual Funds 701.54 863.56
Unquoted
Investments in
Others
Fixed Deposits 326.98 716.31
Collateralised Borrowing and Lending Obligation 102.66 132.69
Certificate of Deposits 568.84 497.71
Commercial Papers 126.45 128.89
Other Current Assets
Bank Balances 1.14 164.52
Interest Accrued on Investments 342.20 291.20
Dividend Receivables 0.91 7.20
Outstanding Contracts 286.08 82.85
1,755.26 2,021.37
Total 2,934.10 3,634.55
221
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 12A
LONG-TERM LOANS AND ADVANCES
(Unsecured, Considered Good, except otherwise stated)
Capital Advance (Refer Note: 40 (iv)(A))
Unsecured, Considered Good 476.90 27.49
Unsecured, Considered Doubtful 0.10 0.36
Less: Provision for Doubtful (0.10) (0.36)
Security Deposits
Unsecured, Considered Good 459.22 481.32
Unsecured, Considered Doubtful 3.44 0.77
Less: Provision for Doubtful (3.44) (0.77)
Other Loans and Advances
Loans and Advances of Financing Activities
Secured, Considered Good 8,853.52 4,982.80
Unsecured, Considered Good 569.56 213.93
Unsecured, Considered Doubtful 153.00 147.11
Inter-Corporate Deposits
Unsecured, Considered Good 9.27 11.58
Loans against Insurance Policy (Secured, Considered Good) 37.86 28.24
VAT, Other Taxes Recoverable, Statutory Deposits and Dues from Government
Unsecured, Considered Good 18.79 17.10
Unsecured, Considered Doubtful 0.15
Less: Provision for Doubtful (0.15)
Advance Tax (Net of Provision) 91.40 113.12
MAT Credit Entitlement 135.98 285.06
Prepaid Expenses 103.70 51.95
Advance for Expenses, Materials, Employees and Others 161.53 172.22
11,070.73 6,531.92
NOTE: 12B
SHORT-TERM LOANS AND ADVANCES
(Unsecured, Considered Good, except otherwise stated)
Security Deposits
Unsecured, Considered Good 76.06 92.40
Unsecured, Considered Doubtful 0.51 0.42
Less: Provision for Doubtful (0.51) (0.42)
CONSOLIDATED FINANCIAL STATEMENTS
222
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 13A
OTHER NON-CURRENT ASSETS
Other Bank Balances*
Bank Deposits with more than twelve months maturity 1.42 1.39
Interest Accrued on Loans and Advances and Investments 14.22 5.35
Government Grant Receivable 0.62 0.67
Revenue Equalisation Reserve 10.66 36.54
26.92 43.95
*Amount Held as Margin Money under lien to bank for issuing guarantee 0.54 0.51
*Lien Marked in favour of IRDA 0.88 0.88
NOTE: 13B
OTHER CURRENT ASSETS
Fertiliser Bonds # 2.19 9.85
Unbilled Revenue 103.44 390.05
Interest Accrued on Loans and Advances, Investments and Fixed Deposits 301.10 209.86
Government Grant Receivable 20.34 87.78
Export Incentive Receivable 17.90 26.46
Less: Provision for Export Incentive Receivable (0.06) (0.06)
Others 74.97 33.43
519.88 757.37
# The Company had received Fertilisers Bonds of ` 65.50 Crore received from the Ministry of Fertiliser, Government of India,
against the outstanding amount of subsidy receivable, out of which bonds amounting to ` 2.38 (Previous Year: ` 11.58) are
outstanding at the year end. The market value of the above bonds are lower than book value, therefore the diminution in the value
of above bonds has been accounted.
NOTE: 14
INVENTORIES (Lower of Cost and Net Realisable Value)
Raw Materials 323.38 251.91
(Includes Goods-in-Transit ` 21.79 Crore (Previous Year: ` 14.67 Crore))
223
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 15
TRADE RECEIVABLES
Due for period exceeding Six months from the Due date of payment
Secured, Considered Good 6.95 6.62
Unsecured, Considered Good (Includes subsidy receivables from
Government of India ` 12.98 Crore (Previous Year: ` 5.64 Crore)) 72.25 63.61
Unsecured, Considered Doubtful 101.67 102.86
Less: Provision for Doubtful (101.67) (102.86)
Others
Secured, Considered Good 118.32 102.19
Unsecured, Considered Good (Includes subsidy receivables
from Government of India ` 1,180.30 Crore (Previous Year: ` 1,145.56 Crore)) 2,298.70 2,470.27
Unsecured, Considered Doubtful 11.32 10.35
Less: Provision for Doubtful (11.32) (10.35)
2,496.22 2,642.69
NOTE: 16
CASH AND BANK BALANCES
Cash and Cash Equivalents
Balances with Banks
Current Accounts 256.17 105.50
Deposit Accounts (with original maturity period of three months or less) 670.68 428.70
Cash on Hand 26.64 25.16
Cheques/Drafts on Hand 95.63 107.18
(A) 1,049.12 666.54
Other Bank Balances
Deposit Accounts (with original maturity period of more than three months)# 77.02 50.10
Earmarked Balances towards Dividend 0.03
Others
Unclaimed Dividend 3.27 3.07
Unclaimed Matured Deposits 0.02
CONSOLIDATED FINANCIAL STATEMENTS
224
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 17
REVENUE FROM OPERATIONS
A. SALE OF PRODUCTS
Manufactured 6,932.02 6,325.55
Traded 4,018.61 3,571.44
10,950.63 9,896.99
B. SALE OF SERVICES
Telecom Services 7,426.71 6,611.93
Life Insurance Premium 4,966.38 4,525.81
Other Financial Services 2,661.52 1,935.85
IT-ITES Services (Refer Note: 32) 282.16 2,858.61
Other Services 7.64 8.72
15,344.41 15,940.92
NOTE: 18
OTHER INCOME
Interest Income on Investments
Current 0.50 1.88
Long-term 145.51 141.21
Interest Income - Others 57.57 68.83
Dividends Income on Investments
225
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NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 20
CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS AND STOCK-IN-TRADE
Opening Stocks
Finished Goods 371.70 369.79
Stock-in-Trade 705.45 589.70
Work-in-Process 117.01 76.67
Waste/Scrap 0.06 0.15
Certified Emission Reductions 0.09 0.18
1,194.31 1,036.49
Less:
Closing Stocks
Finished Goods 383.85 371.70
Stock-in-Trade 782.09 705.45
Work-in-Process 124.18 117.01
Waste/Scrap 0.63 0.06
Certified Emission Reductions 0.09
1,290.75 1,194.31
Add/(Less):
Increase/(Decrease) in Excise Duty on Stocks 1.86 0.64
Impact on Stake Change (0.68)
Stock Transfer on Sale of Carbon Black Business (69.50)
(95.26) (226.68)
NOTE: 21
EMPLOYEE BENEFITS EXPENSES
Salaries and Wages 2,153.57 3,498.83
Contribution to Provident and Other Funds (Refer Note: 33) 141.96 164.06
Expense on Employee Stock Options Scheme (Refer Note: 34) 11.72 2.91
Expense on Employee Stock Appreciation Rights (Refer Note: 34) 1.12 0.49
Staff Welfare Expenses 112.51 229.09
2,420.88 3,895.38
NOTE: 22
CHANGE IN VALUATION OF LIABILITY IN RESPECT OF
LIFE INSURANCE POLICIES IN FORCE
(Released from)/Transfer to Fund for Future Appropriation (54.86) (136.20)
Change in Premium Discontinuance Fund 422.42 270.40
Change in Valuation of Liability in respect of Life Insurance Policies 4,884.44 1,842.53
Investment (Income)/Loss on the Life Insurance Policyholders
Fund related to Linked Business (5,008.30) (2,319.81)
243.70 (343.08)
L
226
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
NOTE: 23
OTHER EXPENSES
Consumption of Stores and Spares 176.00 171.45
Power and Fuel 1,413.21 1,527.06
Rent 842.40 866.35
Repairs and Maintenance of:
Buildings 16.54 16.43
Plant and Machinery 305.30 313.85
Others 119.89 121.00
Insurance 24.24 24.73
Rates and Taxes 74.42 127.34
Processing Charges 60.41 70.33
Passive Infrastructure Charges 533.23 452.01
Licence and WPC Charges 837.15 737.66
Roaming and Access Charges 1,120.84 1,049.94
Connectivity Charges 124.76 151.54
Subscriber Acquisition and Servicing Expenses 196.83 198.47
Commission to Selling Agents 826.40 734.42
Brokerage and Discounts 267.58 222.24
Advertisement and Sales Promotion Expenses 619.04 594.18
Transportation and Handling Charges 122.86 115.44
Store Security, Housekeeping and Other Expenses 166.32 135.14
Distribution Expenses 59.70 63.46
Bad Debts and Provision for Bad and Doubtful Debts and Advances
including Contingency Provision for Standard Assets of NBFC 104.15 101.07
Travelling and Conveyance 149.40 171.02
Bank Charges 40.13 36.86
Foreign Exchange Loss (Net) 14.04 35.46
Information Technology Expenses 192.54 206.25
Miscellaneous Expenses 728.30 942.22
9,135.68 9,185.92
NOTE: 25
FINANCE COST
Interest Expenses* 1,728.15 1,498.98
Other Borrowing Costs 29.42 51.84
1,757.57 1,550.82
*Net of Interest Rebate Subsidy from Technology Upgradation Fund 9.94 13.07
*Net of Interest Capitalised 121.81 13.60
L
227
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 26
CONTINGENT LIABILITIES NOT PROVIDED FOR
(a) Claims against the Group not acknowledged as Debts ` in Crores
Nature of Brief Description of Contingent Liabilities As at 31st As at 31st
Statute March, 2015 March, 2014
Excise Duty, Various other cases demanding duty for alleged wrong availment of 32.08 20.08
Central Excise benefit of exemption under Notification 38/2003-CE in respect of ready-
Act, 1944 made garments, demand of differential excise duty on processing of
yarn Cake in to 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 other cases pertaining to demand of non-fulfilment of EXIM 5.72 5.22
Customs Act, policy, differential duty on ENKA Tech Know-how, counter-vailing duty and
1942 additional duties on imports, supplementary Drawback claim, etc.
Sales Tax Demands raised by the VAT/Sales Tax Authorities of few states on 37.87 25.32
Broadband Connectivity, SIM cards, etc., on which the Company has
already paid Service Tax.
Entry tax demand in certain states on receipt of material from outside 8.70
the state.
Various other cases in respect of short forms of H, I and C, disallowance 26.06 18.66
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 for 113.34 113.30
Finance Act, the AY 2007-08 to AY 2012-13 disputing Cenvat Credit eligibility on input
1994 services.
Demand mainly on account of interpretation of Rule 6(3), denial of Cenvat 93.88 53.58
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 paid 26.61 20.92
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 other cases pertaining to disallowance of Cenvat Credit of 10.86 11.96
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 Various Dept. Appeal in ITAT, High Court on 14A disallowance, 70.05 36.18
Act, 1961 disallowance of additional depreciation, disallowance of depreciation
on goodwill and various matters.
CONSOLIDATED FINANCIAL STATEMENTS
228
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Nature of Brief Description of Contingent Liabilities As at 31st As at 31st
Statute March, 2015 March, 2014
Others Demand letter issued by UPSIDC for making payment of maintenance 22.84 18.23
Statutes 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 80.73 69.72
pending before the High Court, Gujarat.
Licensing Disputes. 826.88 503.18
Disputed matters with local Municipal Corporations, Electricity Boards, etc. 61.99 65.05
Letter of Comfort given to bank for third parties. 214.94
Repudiation of death claims and customer complaints. 26.32 9.11
Bank Guarantee given by ABNL IT & ITES for ABMWL. 10.20
Various Other cases pertaining to Industrial Disputes, Railways licence 92.70 67.26
fee demand, Textile Cess on ready-made garments, claims made
by clients on sale of securities and other Civil cases.
Grand Total 4,251.73 2,696.27
229
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
NOTE: 27
CAPITAL AND OTHER COMMITMENTS
(a) Spectrum won in Auctions (Refer Note: 40 (iv)(A)) 6,565.15
(b) Estimated Amount of Contracts remaining to be executed on Capital Account
and not provided for (Net of Advances) 1,159.47 1,005.68
(c) Uncalled commitments in respect of Investments in the Units of Aditya Birla
Private Equity Fund I and Aditya Birla Private Equity Sunrise Fund 7.47
(d) Custom Duty on Capital Goods and Raw Materials Imported under Advance
Licensing/EPCG Scheme, against which export obligation is to be fulfilled 154.26 165.21
NOTE: 28
EXCEPTIONAL ITEMS
(a) In the current year, Loss on Sale of IT & ITES subsidiary, Aditya Birla Minacs Worldwide Limited of ` 13.33 Crore. (Refer Note:
32 for Disclosure as per Discontinuing operations)
CONSOLIDATED FINANCIAL STATEMENTS
(b) In the previous year, Gain on Sale of Carbon Black Business of ` 24.06 Crore. (Refer Note: 32 for Disclosure as per Discontinuing
Operation)
(c) In the previous year, Aditya Birla Financial Services Private Limited, a wholly owned subsidiary of the Company, provided for
diminution in value of its Long-term Investment in two subsidiaries, namely, Aditya Birla Money Limited and Aditya Birla
Money Mart Limited. The impact of diminution in Consolidated Financial Statement amounting to ` 18.64 Crore has been
recognised as an exceptional items as an impairment of Goodwill created on acquisition of these subsidiaries.
Above impairment is pertains to 'Other Financial Services Segment.
L
230
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
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 1,415.50 1,142.88
Less: Preference Dividend and Tax thereon 0.01
Net Profit for EPS (A) 1,415.50 1,142.87
Weighted-Average Number of Equity Shares for calculation of Basic EPS (B) 130,111,149 124,121,740
Basic EPS (`) (A/B) 108.79 92.08
Weighted-Average Number of Equity Shares Outstanding 130,111,149 124,121,740
Add: Shares Held in Abeyance 41,323 41,323
Add: Dilutive Impact of Employee Stock Options 168,085 80,735
Add: Potential Equity Shares Due to Share Warrants 1,174,496
Weighted-Average Number of Equity Shares for calculation of Diluted EPS (C) 130,320,557 125,418,294
Diluted EPS (`) (A/C) 108.62 91.12
Nominal Value of Shares (`) 10.00 10.00
NOTE: 30
DETAILS OF PROPORTIONATE SHARE OF JOINT VENTURE COMPANIES
The Groups 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
As at As at
31st March, 2015 31st March, 2014
231
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
As at As at
31st March, 2015 31st March, 2014
ASSETS
(D) Non-Current Assets
Fixed Assets
Tangible Assets 4,961.52 5,515.99
Intangible Assets 3,311.64 1,952.44
Capital Work-in-Progress 1,196.64 2,881.06
9,469.80 10,349.49
Long-term Loans and Advances 995.20 730.92
Other Non-Current Assets 10.66 36.54
10,475.66 11,116.95
(E) Current Assets
Current Investments 2,683.26 54.38
Inventories 16.54 17.23
Trade Receivables 125.01 115.35
Cash and Bank Balances 361.69 47.46
Short-term Loans and Advances 286.09 307.33
Other Current Assets 127.57 87.52
3,600.16 629.27
Contingent Liabilities 3,852.44 2,761.88
Capital Commitments 7,636.38 1,430.46
` in Crores
Year Ended Year Ended
STATEMENT OF PROFIT AND LOSS 31st March, 2015 31st March, 2014
Expenses
Purchase of Stock-in-Trade 33.12 48.98
CONSOLIDATED FINANCIAL STATEMENTS
232
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 31
DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-19 LEASES IS AS UNDER:
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
A. Assets Taken on Lease:
i) Operating Lease Payment recognised in the Statement of Profit and Loss
Minimum Lease Rent 1,230.99 1,201.33
Contingent Lease Rent 120.41 99.48
1,351.40 1,300.81
ii) The Group has taken certain Office Premises, Main switching centre locations, Leasehold Improvements, Furniture and
Fixtures, Information Technology and Office Equipment, BPO centres, Showrooms and Residential Houses on
non-cancellable/cancellable operating lease.
iii) The future minimum rental payable in respect of non-cancellable operating lease are as follows:
As at As at
31st March, 2015 31st March, 2014
iv) The details of finance lease payments payable and their Present Value of the Group as at the Balance Sheet Date:
233
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 32
DISCONTINUING OPERATIONS
Carbon Black Business
The Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black business with
effect from 1st April, 2013, on a going-concern basis, by way of a slump sale, to SKI Carbon Black (India) Private Limited.
In accordance with approval given by the shareholders, the Company had accounted for slump sale of Carbon Black business
(identified as reportable segment under AS-17) with effect from 1st April, 2013, on a going-concern basis to SKI Carbon Black
(India) Private Limited pursuant to Business Transfer Agreement entered into with them and accordingly, in the previous year, a
gain of ` 24.06 Crore on the said slump sale had been recognised as an exceptional item and a net tax credit of ` 40.70 Crore
(including reversal of deferred tax credit) had been netted off with the tax expense.
The following statement shows the revenue and expenses of Carbon Black Business:
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
Total Revenue
Total Expenses
The carrying amount of the total assets and liabilities transferred are as follows:
` in Crores
As at As at
31st March, 2015 31st March, 2014
CONSOLIDATED FINANCIAL STATEMENTS
Total Assets
Total Liabilities
The net cash flows attributable to the Carbon Black Business are as follows:
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
Operating Activities
Investing Activities
Financing Activities
Net Cash Inflow/(Outflow)
L
234
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
Expenses
Employee Benefits Expenses 205.36 1,934.76
Other Expenses 83.51 686.52
Total Expenses 288.87 2,621.28
Profit/(Loss) Before Tax from Ordianry Activities of Discontinued Operation (24.88) 13.71
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) 4.66
Profit/(Loss) for the Year (36.04) 9.05
235
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 33
RETIREMENT BENEFITS
Disclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)
(a) The details of the Groups Defined Benefit Plans in respect of Gratuity (funded by the Group):
General Description of the Plan
The Group operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days
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 Groups scheme is more
favourable as compared to the obligation under Payment of Gratuity Act, 1972. A small part of the gratuity plan, which is not
material, is unfunded and managed within the Group.
` in Crores
As at As at
31st March, 2015 31st March, 2014
Amounts recognised in the Balance Sheet in respect of Gratuity
Present Value of the funded Defined Benefit Obligations at the end of the year 218.13 184.07
Fair Value of Plan Assets 189.58 164.63
Net Liability/(Asset) 28.55 19.44
Amounts recognised in Employee Benefits Expenses in the
Statement of Profit and Loss in respect of Gratuity
Current Service Cost 21.26 22.18
Interest on Defined Benefit Obligations 15.41 14.50
Expected Return on Plan Assets (13.14) (13.03)
Net Actuarial (Gain)/Loss recognised during the year 14.91 (4.49)
Net Gratuity Cost 38.44 19.16
Actual Return on Plan Assets:
Expected Return on Plan Assets 13.14 13.03
Actuarial Gain/(Loss) on Plan Assets 10.03 (3.93)
Actual Return on Plan Assets 23.17 9.10
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 184.07 183.51
Current Service Cost 21.26 22.18
Interest Cost 15.41 14.50
Actuarial (Gain)/Loss 24.94 (8.42)
Liability on Stake Change/Divestment/Amalgamation of Subsidiaries/Joint Ventures (10.57) (9.96)
Benefits Paid (16.98) (17.74)
Closing Defined Benefit Obligations 218.13 184.07
CONSOLIDATED FINANCIAL STATEMENTS
236
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March,
2015 2014 2013 2012 2011
The Estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors such as supply and demand in the employment market.
(b) The details of the Groups Defined Benefit Plans in respect of Gratuity (unfunded by the Group):
` in Crores
As at As at
31st March, 2015 31st March, 2014
Amounts recognised in the Balance Sheet in respect of Gratuity
Present Value of the unfunded Defined Benefit Obligations at the end of the year 8.56 5.87
Amounts recognised in Employee Benefits Expenses in the
Statement of Profit and Loss in respect of Gratuity
Current Service Cost 1.35 0.99
Interest on Defined Benefit Obligations 0.59 0.29
Net Actuarial (Gain)/Loss recognised during the year 1.54 0.98
Net Gratuity Cost 3.48 2.26
Reconciliation of Present Value of the Obligation:
Opening Defined Benefit Obligations 5.87 2.95
Current Service Cost 1.35 0.99
Experience Adjustment 31st March, 31st March, 31st March, 31st March, 31st March,
2015 2014 2013 2012 2011
237
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
(c) The details of the Groups Defined Benefit Plans in respect of Group owned Provident Fund Trust
` in Crores
Year Ended Year Ended
31st March, 2015 31st March, 2014
238
CMYK
Aditya Birla Nuvo Limited - Annual Report 2014-2015 NOTES FORMING PART OF
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 34
DISCLOSURE UNDER EMPLOYEE STOCK OPTIONS SCHEME
EMPLOYEE STOCK OPTIONS PLAN
1) OF THE COMPANY
(A) Under the Employee Stock Options Scheme-2006 (ESOS-2006), the Company has granted Options to the eligible
employees of the Company and its Subsidiaries. The details are as under:
(i) Employee Stock Options Scheme:
239
CMYK
NOTES FORMING PART OF Aditya Birla Nuvo Limited - Annual Report 2014-2015
CONSOLIDATED FINANCIAL STATEMENTS
2014-15 2013-14
Particulars Options Range of Weighted- Options Range of Weighted-
Exercise average Exercise average
Price (`) Exercise Price (`) Exercise
Price (`) Price (`)
Options Outstanding at the 120,511 1,053.85 to 1,214.74
beginning of the year 1,239.80
Granted during the year 35,060 1,726.95 1,726.95 120,511 1,053.85 to 1,214.74
1,239.80
Exercised during the year
CONSOLIDATED FINANCIAL STATEMENTS
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CONSOLIDATED FINANCIAL STATEMENTS
Options Outstanding at the end of the year 232,121 10.00 259,849 10.00
Options Unvested at the end of the year 232,121 259,849
Options Exercisable at the end of the year
Remaining Contractual Life of Outstanding Options (Years) 7 8
(iii) Fair Valuation:
The fair value of the options used to compute proforma net profit and earnings per share have been done by an
independent valuer on the date of grant using Black-Scholes Merton Formula. The key assumptions and the Fair Value
are as under:
Particulars On the Date of Grant
Stock Options RSUs
Tranche - I Tranche - II Tranche - I Tranche - II
Risk-Free Interest Rate (%) 8.58 7.91 8.58 7.91
Expected Volatility * 45.93 44.77 45.93 44.77
Expected Dividend Yield (%) NIL NIL NIL NIL
Weighted-average Fair Value per Option (`) 52.96 59.32 95.9 111.75
* Expected volatility of the Companys stock price is based on the Companys comparable peer groups stock price on
NSE based on the price data of the last three years upto the date of grant as the Company has been listed only for a
few months prior to the date of grant.
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CONSOLIDATED FINANCIAL STATEMENTS
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Particulars ESOS-2013
Tranche - I Tranche - II
Stock Options RSUs Stock Options RSUs
Excepted Dividend Yield (%) 0.24 Nil 0.40 0.40
Option Life 6 years and 6 years and 6 years and 5 years and
6 months 6 months 6 months 6 months
Risk-Free Interest Rate (%) 8.81 - 8.95 8.91 8.04 - 8.06 8.05
Expected Volatility (%) 34.13 - 44.81 43.95 34.28 - 42.65 35.66
* Expected volatility of the Companys stock price is based on NSE price data of last three years.
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CONSOLIDATED FINANCIAL STATEMENTS
2) OF SUBSIDIARY COMPANY
Pantaloons Fashion & Retail Limited (PFRL)
On 22nd July, 2013, the ESOP Compensation Committee (Committee) and the Board of Directors (Board) of PFRL approved
the introduction of an ESOP Scheme, viz., Pantaloons Employee Stock Options Scheme-2013 (Scheme) for Stock Appreciation
Rights (SARs) to the key employees and directors of PFRL, subject to the approval of the Shareholders of PFRL. Shareholders
of PFRL, vide a resolution passed at the Sixth Annual General Meeting of PFRL, held on 23rd August, 2013, approved the
introduction of the Scheme and authorised the Board/Committee of PFRL to finalise and implement the Scheme. Accordingly,
pursuant to the resolution passed by the Committee of PFRL on 25th October, 2013, finalised the SARs to the eligible employees.
The details of the Scheme, are as below:
(A) Stock Appreciation Rights Scheme:
Particulars Tranche - I Tranche - II
No. of Options 308,295 10,225
Method of Accounting Intrinsic Value Intrinsic Value
Vesting Plan Graded Vesting - 25% every year Graded Vesting - 25% every year
Exercise Period 5 Years from the Date of Vesting 5 Years from the Date of Vesting
Grant Date 25.10.2013 10.06.2014
Grant Price (` Per Share) 102.10 118.20
Market Price on the date of Grant
of Option (` Per Share) 102.10 118.20
The weighted-average remaining contractual life for the stock options outstanding as at 31st March, 2015, is 5 years
(Previous Year: 6 years).
CONSOLIDATED FINANCIAL STATEMENTS
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Had the compensation cost for the stock options granted been recognised based on the fair value in accordance with
the Fair Value approach (calculated using valuation methods as mentioned above), the proforma amount of profit for the
year and earnings per share of the Group would have been as under:
` in Crores
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Net Profit attributable to owners 1,415.50 1,142.88
Add: Compensation Cost as per Intrinsic Value 12.84 3.40
Less: Compensation Cost as per Fair Value 31.25 8.37
Adjusted Net Income 1,397.09 1,137.91
Weighted-average Number of Basic Equity Shares Outstanding (In Nos.) 130,111,149 124,121,740
Weighted-average Number of Diluted Equity Shares Outstanding (In Nos.) 130,320,557 125,418,294
Face Value of the Equity Share (In `) 10.00 10.00
Reported Earnings Per Share (EPS)
Basic EPS (`) 108.79 92.08
Diluted EPS (`) 108.62 91.12
Proforma Earnings Per Share (EPS)
Basic EPS (`) 107.38 91.68
Diluted EPS (`) 107.20 90.73
NOTE: 35
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 13th November, 2014)
Key Management Personnel
Mr. Lalit Naik Managing Director (Deputy Managing Director upto 30th June, 2014)
Dr. Rakesh Jain Managing Director (Upto 30th June, 2014)
Mr. Sushil Agarwal Whole-time Director
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)
2. During the year, following transactions were carried out with the related parties:
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CONSOLIDATED FINANCIAL STATEMENTS
` in Crores
Transaction/Nature of Relationship Joint Associates Key Enterprises Grand Total
Ventures Management having
Personnel Common Key
Management
Personnel
(KMP)
Managerial Remuneration Paid*
Mr. Lalit Naik 5.49 5.49
(3.22) (3.22)
Dr. Rakesh Jain 6.72 6.72
(6.88) (6.88)
Mr. Sushil Agarwal 3.94 3.94
(2.27) (2.27)
TOTAL 16.15 16.15
(12.37) (12.37)
Sale of Investments
BSL 0.01 0.01
TOTAL 0.01 0.01
Advance Given
Mr. Lalit Naik 0.19 0.19
TOTAL 0.19 0.19
Outstanding Balances as on 31st March
Amounts Receivable 0.19 14.19 14.38
Amounts Payable 0.67 0.67
(0.25) (0.25)
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
CONSOLIDATED FINANCIAL STATEMENTS
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NOTE: 37
STATEMENT OF DERIVATIVES AND UNHEDGED FOREIGN CURRENCY EXPOSURE
a) Derivatives: Outstanding at the Balance Sheet Date
Amount in Foreign Currency
Nature of Contract Foreign Option As at As at Purpose
Currency 31st March, 2015 31st March, 2014
Currency and Interest Rate Swap USD Buy 103,666,667 157,818,000 Hedging of Loan
Currency and Interest Rate Swap JPY Buy 2,307,300,000 2,947,300,000 Hedging of Loan
Buy 208,694,753 252,963,056
Forward Contracts USD Sell 23,194,250 111,978,931 Hedging Purpose
Buy 15,724,398 10,503,831
Forward Contracts EUR Sell 3,524,110 6,803,514 Hedging Purpose
Buy 172,947 449,976
Forward Contracts GBP Sell 1,577,166 1,224,394 Hedging Purpose
Forward Contracts JPY Buy 1,342,567,659
Sell 111,044,500 45,070,000 Hedging Purpose
Forward Contracts CNY Buy 4,063,500 Hedging Purpose
Forward Contracts and USD Buy 17,455,869 10,000,000 Hedging of Loan
Interest Rate Swap
b) Foreign Currency Exposure which are not hedged
Particulars Currency Foreign Currency ` in Crores
As at 31st March, 2015
Trade Receivables USD 5,582,078 34.94
EUR 341,809 2.31
GBP 34,272 0.32
Loans and Advances USD 11,545 0.07
EUR 19,848 0.13
JPY 1,181,846 0.06
Other Current Liabilities USD 401,398 2.51
EUR 10,986 0.07
Borrowings USD 110,282,368 690.27
Trade Payables USD 16,395,348 102.62
EUR 565,692 3.82
GBP 220,204 2.04
AUD 536,314 2.60
AED 10,000 0.02
CAD 1,000
HKD 4,000
KRW 140,000
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CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 38
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:
SEGMENT ACTIVITIES
Life Insurance Life Insurance Services
Other Financial Services Asset Management, Non-Bank Financial Services, Private Equity, Equity and
Commodity Broking, Wealth Management and General Insurance Advisory
Telecom Telecommunication Services
Branded Apparels and Accessories 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
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, 2015 For the Year Ended 31st March, 2014
External Inter- Total External Inter- Total
Segment Segment
Life Insurance 5,264.34 5,264.34 4,701.36 4,701.36
Other Financial Services 2,661.52 4.11 2,665.63 1,935.88 10.32 1,946.20
Telecom 7,467.49 7,467.49 6,668.65 6,668.65
Branded Apparels and
Accessories 5,450.10 5,450.10 4,759.19 4,759.19
Textiles 1,420.44 15.03 1,435.47 1,289.10 10.95 1,300.05
Agri-Business 2,557.60 2,557.60 2,312.96 2,312.96
Rayon 864.58 864.58 860.29 860.29
Insulators 547.78 547.78 505.46 505.46
IT-ITeS (Refer Note: 32) 282.16 1.00 283.16 2,858.61 39.12 2,897.73
Total Segment 26,516.01 20.14 26,536.15 25,891.50 60.39 25,951.89
Eliminations 20.14 60.39
CONSOLIDATED FINANCIAL STATEMENTS
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` in Crores
Segment Result (PBIT) For the Year Ended For the Year Ended
31st March, 2015 31st March, 2014
Life Insurance 285.03 370.75
Other Financial Services 528.51 354.14
Telecom 1,305.10 951.81
Branded Apparels and Accessories 260.71 199.14
Textiles 146.30 141.37
Agri-Business 115.89 55.87
Rayon 155.69 171.97
Insulators 76.49 60.88
IT-ITeS (Refer Note: 32) (16.45) 181.15
Total Segment 2,857.27 2,487.08
Less: Finance Cost 652.25 809.16
Add: Interest Income 54.77 70.29
Add: Unallocable Income (Net of Unallocable Expenses) 78.10 18.67
Profit Before Exceptional Items and Tax 2,337.89 1,766.88
Exceptional Items (Refer Note: 28) (13.33) 5.42
Profit Before Tax 2,324.56 1,772.30
Tax Expenses 833.48 550.50
Profit Before Minority Interest 1,491.08 1,221.80
Minority Interest 75.58 78.92
Profit for the Year 1,415.50 1,142.88
* Finance Cost excludes Finance Cost of ` 1,105.32 Crore (Previous Year: ` 741.66 Crore) and Interest Income excludes interest
income of ` 148.81 Crore (Previous Year: ` 141.63 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,
2015 2014 2015 2014
Life Insurance 31,095.09 25,710.06 29,548.62 24,366.30
Other Financial Services 19,081.16 12,767.90 15,802.12 10,426.57
Telecom 13,041.73 13,182.02 1,908.70 1,819.68
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` in Crores
Other Information Cost incurred to Acquire Depreciation/Amortisation
Segment Fixed Assets for the Year Ended
(including CWIP and Capital
Advance) for the Year Ended
31st March, 31st March, 31st March, 31st March,
2015 2014 2015 2014
Life Insurance 30.02 23.71 19.02 16.40
Other Financial Services 36.35 18.76 37.70 34.26
Telecom 1,638.06 3,791.40 1,254.27 1,140.22
Branded Apparels and Accessories 211.57 211.63 263.63 194.64
Textiles 40.47 77.13 28.03 29.33
Agri-Business 41.68 177.30 30.55 20.46
Rayon 43.27 62.66 38.50 48.16
Insulators 12.23 9.82 17.71 21.44
IT-ITeS (Refer Note: 32) 12.89 71.91 10.78 101.80
Total Segment 2,066.54 4,444.32 1,700.19 1,606.71
Unallocated 0.45 0.95 2.56 2.15
Total 2,066.99 4,445.27 1,702.75 1,608.86
Information about Secondary Business Segments ` in Crores
For the Year Ended
31st March, 2015 31st March, 2014
Revenue by Geographical Market
In India 25,483.30 22,429.91
Outside India 1,032.71 3,461.59
Total 26,516.01 25,891.50
Carrying Amount of Segment Assets
In India 75,483.99 61,888.35
Outside India 137.97 1,142.72
Total 75,621.96 63,031.07
Cost Incurred to acquire Segment Fixed Assets
In India 2,053.65 4,385.31
Outside India 13.34 59.96
Total 2,066.99 4,445.27
CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 39
ADDITIONAL INFORMATION PERSUANT TO SCHEDULE III TO THE COMPANIES ACT, 2013, FOR CONSOLIDATED FINANCIAL
STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015
` in Crores
Name of the Entity Net Assets* Share in Profit or Loss
% of Consolidated Amount % of Consolidated Amount
Net Assets Profit and Loss
HOLDING COMPANY
Aditya Birla Nuvo Ltd 66.20% 8,518.99 37.28% 527.69
SUBSIDIARY COMPANIES
Aditya Birla Financial Services Ltd 16.79% 2,160.20 -3.43% (48.56)
Aditya Birla Capital Advisors Pvt Ltd 0.21% 26.44 0.31% 4.44
Aditya Birla Customer Services Ltd 0.02% 2.67 -4.33% (61.35)
Aditya Birla Trustee Co. Pvt Ltd 0.00% 0.23 0.00% 0.04
Aditya Birla Money Ltd 0.28% 35.97 0.50% 7.08
Aditya Birla Commodities Broking Ltd 0.01% 0.88 -0.08% (1.18)
Aditya Birla Financial Shared Services Ltd 0.00% 0.20 0.01% 0.07
Aditya Birla Finance Ltd 20.09% 2,584.83 19.12% 270.68
Aditya Birla Securities Pvt Ltd 0.00% 0.00% (0.00)
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` in Crores
Name of the Entity Net Assets* Share in Profit or Loss
% of Consolidated Amount % of Consolidated Amount
Net Assets Profit and Loss
Aditya Birla Insurance Brokers Ltd 0.25% 32.27 1.24% 17.59
Aditya Birla Money Mart Ltd -0.09% (11.46) 0.76% 10.76
Aditya Birla Money Insurance Advisory Services Ltd -0.19% (24.01) -0.42% (5.98)
Aditya Birla Housing Finance Limited 0.36% 45.78 -0.36% (5.13)
Birla Sun Life Asset Management Co. Ltd 4.82% 620.67 8.93% 126.34
Birla Sun Life Trustee Company Pvt. Ltd 0.00% 0.46 0.01% 0.08
ABNL Investment Ltd 0.31% 40.30 0.17% 2.47
Shaktiman Mega Food Park Pvt Ltd 0.00% 0.00 -0.02% (0.35)
Birla Sun Life Insurance Company Ltd 11.98% 1,541.88 20.16% 285.40
Birla Sun Life Pension Management Limited 0.00% (0.32) -0.03% (0.37)
Indogld Trade and Services Ltd 8.94% 1,150.68 -0.18% (2.56)
ABNL IT & ITES Limited 3.23% 415.38 -2.09% (29.65)
Madura Garments Lifestyle Retail Company Limited 0.61% 77.94 -1.84% (25.98)
Pantaloons Fashions & Retail Limited 2.69% 345.57 -16.12% (228.14)
Aditya Birla Minacs Worldwide Ltd 0.00% -0.32% (4.50)
Aditya Birla Minacs BPO Private Limited 0.00% 0.56 -0.02% (0.25)
FOREIGN SUBSIDIARY COMPANIES
Aditya Birla Sun Life AMC Pte. Ltd., Singapore 0.02% 3.07 -0.39% (5.46)
Aditya Birla Sun Life AMC Ltd., Dubai 0.05% 5.85 -0.03% (0.36)
Birla Sun Life AMC (Mauritius) Ltd 0.03% 4.14 0.35% 5.00
Aditya Vikram Global Trading House Ltd 0.00% 0.02
Aditya Birla Minacs Philippines Inc. -0.01% (0.19)
A V Transworks Limited, Canada 0.00% 0.03
Aditya Birla Minacs Worldwide Inc., Canada -0.67% (9.43)
Minacs Worldwide S.A. de C.V., Mexico 0.00% 0.01
The Minacs Group (USA) Inc. -0.52% (7.34)
Bureau Collections Recovery, LLC (USA) -0.02% (0.32)
Minacs Limited, UK 0.01% 0.11
Minacs Worldwide GmbH, Germany 0.01% 0.19
Minacs Kft., Hungary 0.00% 0.03
Aditya Birla Minacs BPO Limited, UK 0.00% (0.06)
Minority Interest -6.23% (801.83) -5.34% (75.58)
JOINT VENTURE
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CONSOLIDATED FINANCIAL STATEMENTS
NOTE: 40
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 Groups pending litigations comprise of claims by or against the Company primarily by the workers/employees/
customers/suppliers, etc., and proceedings pending with tax and other government authorities. The 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) The Board of Directors of Aditya Birla Nuvo Limited (the Company) at its meeting held on 3rd May, 2015, have considered
and approved a Composite Scheme of Arrangement between the Company, Madura Garments Lifestyle Retail Company
Limited (MGLRCL) (100% subsidiary) and Pantaloons Fashion & Retail Limited (PFRL) (72.62% subsidiary) and their respective
shareholders and creditors u/s Sections 391 to 394 of the Companies Act, 1956 [Composite Scheme]. Pursuant to the said
scheme, Madura Fashion, a branded apparel retailing division of the Company and Madura Lifestyle, a luxury branded
apparel retailing division of MGLRCL, will be demerged into PFRL. Shareholders to the Company will get 26 new equity
shares of PFRL for every 5 equity shares held in the Company pursuant to demerger of Madura Fashion. Shareholders of
MGLRCL will get 7 new equity shares of PFRL for every 500 equity shares held in MGLRCL. Preference shareholder of
MGLRCL will get 1 new equity share of PFRL. After the scheme of arrangement new holding of the Company (directly and
through other subsidiaries) in PFRL would be 9.06%. The Scheme is subject to the necessary statutory and regulatory
approvals including approvals of the respective High Courts, the Stock Exchanges, SEBI, the respective Shareholders and
lenders/creditors of each of the companies involved in the Composite Scheme. The appointed date of the Scheme will be
1st April, 2015, and expected to be consummated in next 6 to 9 months.
(iv) In respect of a Jointly Controlled Entity of the Company, viz., Idea Cellular Limited (IDEA)
A) The Department of Telecommunications (DoT) conducted auctions for frequency blocks in the 800, 900, 1800 and
2100 Mhz spectrum bands in March 2015. The frequency blocks that were put to auction in the 900 and 1800 Mhz
band in 17 service areas included the blocks that are currently held by existing licencees whose licences for the
respective service areas are due to expire during the financial years (FY) 2015-16 and 2016-17. IDEA successfully bid
for its requirements in the nine service areas of Maharashtra, Madhya Pradesh, Kerala, Gujarat, Andhra Pradesh,
Haryana, Punjab, Karnataka and Uttar Pradesh (West) where its licences are due to expire during FY 2015-16/2016-
17 and also additional spectrum at Group share of total cost of ` 7,015.59 Crore as under:
54 Mhz of 900 Mhz spectrum in the 9 service areas of Maharashtra, Madhya Pradesh, Kerala, Gujarat, Andhra
Pradesh, Haryana, Punjab, Karnataka and Uttar Pradesh (West).
20.4 Mhz of 1800 Mhz spectrum in the 6 service areas of Karnataka, Uttar Pradesh (West), Orissa, Tamilnadu,
Himachal Pradesh and North East.
5 Mhz of 2100 Mhz spectrum in Kolkata service area.
The validity of the above spectrum will be for a fresh 20-year period starting from the effective date as mentioned in the
Letter of Intent (LOI) when issued, which, in case of spectrum blocks currently held by the existing licencees, should
be the date of expiry of existing licences. As per the payment options available, the Company has chosen the deferred
payment option. Group share of the upfront payment amount under the deferred payment option due on or before
9th April, 2015, was ` 1,800.41 Crore. of which Group share of ` 450.44 Crore was paid on 31st March, 2015, and the
CONSOLIDATED FINANCIAL STATEMENTS
Group share in balance amount of ` 1,349.97 Crore was paid on 9th April, 2015. Pending completion of subsequent
formalities as per the Notice Inviting Applications (NIA) for the auction and any orders that may be passed by the
Honble Supreme Court in related and connected matters currently before it, the amount paid as on 31st March, 2015,
has been disclosed as Capital Advances and the Group share in balance amount of ` 6,565.15 Crore has been
disclosed under capital commitments.
B) During the year, 223,880,597 equity shares of face value of ` 10 each has been issued and allotted to eligible Qualified
Institutional Buyers at a price of ` 134 per share, including a premium of ` 124 per Equity Share, aggregating to
groups share of ` 698.35 Crore. Also during the year, 51,838,540 Equity Shares of face value ` 10 each to Axiata
Investment 2 (India) Limited on preferential basis at a price of ` 144.68 per Equity Share, including a premium of
` 134.68 equity shares, aggregating to groups share of ` 174.59 Crore. Consequently, the stake of the Company in
IDEA decreased from 25.2295% in the previous year to 23.2786% in the current year.
(v) A) The CFS of Aditya Birla Minacs Worldwide Inc. and the Financial Statements of Aditya Birla Minacs Philippines Inc.
have been prepared based on Management accounts till 8th May, 2014. These have ceased to be subsidaries of the
Company with effect from 9th May, 2014.
The accounts of Aditya Birla Securities Private Limited and Aditya Vikram Global Trading House Limited have been
consolidated based on management accounts received from respective subsidiaries till 10th September, 2014, and
29th September, 2014, respectively. These have ceased to be subsidiaries.
B) For the purpose of consolidation, Aditya Vikram Global Trading House Limited is considered as integral operations.
The Company has been liquidated on 29th September, 2014. AV TransWorks Limited, Aditya Birla Minacs Worldwide
Inc. (CFS), Aditya Birla Minacs Philippines Inc., Birla Sun Life AMC (Mauritius) Ltd., Aditya Birla Sun Life AMC Ltd.,
Dubai, and Aditya Birla Sun Life AMC Pte. Ltd., Singapore, are considered as non-integral operations. AV TransWorks
Limited, Aditya Birla Minacs Worldwide Inc. (CFS), Aditya Birla Minacs Philippines Inc., have ceased to be subsidiaries
of the Company with effect from 9th May, 2014.
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(vi) 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 August 28, 2008, the Company had
agreed to acquire 31 million equity shares in ABML. The transaction was completed on March 6, 2009.
As per the SPA, the Erstwhile Promoters had agreed to indemnify and hold harmless the Company to the extent of any
Losses, resulting from or consequent upon or relating to such breach of representations or warranties, covenants or agreement
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 March 5, 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. The Company invoked the
arbitration mechanism and filed their Statement of Claim on February 26, 2011, with the Arbitration Tribunal.
Pending the final outcome of the arbitration proceedings, ABML has identified all such receivables, assets, etc., which 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 March 31, 2014, aggregating ` 14.90 Crore (Previous Year: ` 14.90 Crore) and disclosed the same in
Short-term Loans and Advances in Note 12B of the Balance Sheet, as these amounts would be paid directly to the ABML by
the Erstwhile Promoters at the direction of the Company as and when the settlement happens.
Both parties completed filing of documents. On July 04, 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 Respondents 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 October 25, 2013, and written submissions were filed by October
29, 2013. The tribunal has reserved the award.
During the current 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 excludes 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.
Based on legal opinion received and internal assessment, the Company is confident of recovering the allowed claim through
the legal process.
(vii) The Actuarial liabilities of Life Insurance Business are calculated in accordance with the accepted actuarial practice,
As per our attached Report of even date For and on behalf of the Board of Directors
For KHIMJI KUNVERJI & CO. For S R B C & CO LLP LALIT NAIK TARJANI VAKIL
ICAI Firm Registration No. 105146W ICAI Firm Registration No. 324982E Managing Director P. MURARI
Chartered Accountants Chartered Accountants B. R. GUPTA
G. P. GUPTA
S. C. BHARGAVA
Directors
SUSHIL AGARWAL
Whole-time Director & CFO
Per SHIVJI VIKAMSEY Per VIJAY MANIAR
Partner Partner ASHOK MALU
Membership No. 2242 Membership No. 36738 Joint President & Company Secretary
Mumbai, May 14, 2015 Mumbai, May 14, 2015
L
255
CMYK
NUVO
ADITYA BIRLA NUVO LIMITED & ITS SUBSIDIARIES / JOINT VENTURES*
ADITYA BIRLA NUVO LIMITED : Fashion & Lifestyle, Manufacturing (Agri, Caustic Soda
and Allied Chemicals, Insulators, Viscose Filament
Yarn) Textile.
I) FINANCIAL SERVICES
Subsidiaries
I
Birla Sun Life Insurance Company Limited : Life Insurance
[JV with Sun Life Financial Inc of Canada]
G
Birla Sun Life Pension Management Limited : Management of Pension Fund under NPS Scheme
I
Aditya Birla Financial Services Limited (ABFSL)
(formerly Aditya Birla Financial Services Private Limited) : Core Investment Company
G
Aditya Birla Capital Advisors Private Limited : Private Equity Investment, Advisory & Management
Services
G Aditya Birla Customer Services Limited : Financial & IT enabled services
(formerly Aditya Birla Customer Services Private Limited)
G
Aditya Birla Finance Limited : NBFC/ Fund Based Lending
G
Aditya Birla Financial Shared Services Limited : Financial & IT enabled services
G
Aditya Birla Housing Finance Limited : Housing Finance
G Aditya Birla Insurance Brokers Limited : Composite Non-life Insurance Advisory & Broking
G Aditya Birla Money Limited : Equity Broking
Aditya Birla Commodities Broking Limited : Commodities Broking
G Aditya Birla Trustee Company Private Limited : Trustee of Private Equity Fund
G Aditya Birla Money Mart Limited : Wealth Management & Distribution
Aditya Birla Money Insurance Advisory Services Limited : Life Insurance Advisory- Corporate Agent
}
G Birla Sun Life Asset Management Company Limited
[JV with Sun Life Financial Inc of Canada]
Birla Sun Life AMC (Mauritius) Limited
Aditya Birla Sun Life AMC Limited, Dubai : Asset Management
Aditya Birla Sun Life AMC Pte. Limited, Singapore
!
International Opportunities Fund - SPC
(formerly known as Aditya Birla Sun Life - SPC :
India Advantage Fund Limited
G Birla Sun Life Trustee Company Private Limited : Trustee of Birla Sun Life Mutual Fund
[JV with Sun Life Financial Inc of Canada]
I
Aditya Birla Health Insurance Limited : Health Insurance (Proposed)
(Proposed JV with MMI Holdings Limited, South Africa)
A D I T YA B I R L A N U V O L I M I T E D
ANNUAL REPORT 2014 -2015
NUVO
Aditya Birla Nuvo Limited
Corporate Finance Division
A-4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai 400 030.
Telephone +91 22 66525000, 24995000 Fax +91 22 66525821, 24995821
E-mail : nuvo.cfd@adityabirla.com, nuvo-investors@adityabirla.com
Registered Office & Investor Service Centre
Indian Rayon Compound, Veraval 362 266, Gujarat
Telephone +91 2876 245711, 248629/248495 Fax +91 2876 243220
Thomson Press
E-mail : abnlsecretarial@adityabirla.com
Website : www.adityabirlanuvo.com, www.adityabirla.com