Aditya Birla Nuvo 2008 2009
Aditya Birla Nuvo 2008 2009
Aditya Birla Nuvo 2008 2009
Ceps-2 --- D:\Sales\Rego\Aditya Birla Nova AR 2009\ABN Cover 2009\ABN Deluxe Cover IV & I 2009.pmd --- Sagam\3-6
Mr. G. D. Birla and Mr. Aditya Birla, our founding fathers.
We live by their values.
Integrity, Commitment, Passion, Seamlessness and Speed
THE CHAIRMAN’S LETTER TO SHAREHOLDERS
THE CHAIRMAN’S
LET TER TO
SHAREHOLDERS
... contd.
At the business level too, the fundamentals are
very strong. Your Company’s consolidated
revenues stood at USD 2.7 billion (Rs.13,643.2
Crores), up by 15%. Of this, 51% came from the
‘Growth’ businesses viz., Telecom and Financial
Services. The Telecom, Fertilisers, Insulators and
Rayon businesses have recorded impressive
revenues and earnings. The BPO and the
Garments businesses posted a subdued
performance, given the troubled times. While
in the Life Insurance business, total premium
income soared by over 37%, losses have
increased driven by the new business strain.
Your Company’s consolidated net loss stood at
USD 86.1 million (Rs. 430.5 Crores).
Your Company has taken major initiatives to
ensure profitable growth in the foreseeable
future. An in-depth presentation of these steps
has been detailed in the Management
Discussion and Analysis section, so I will
highlight only the key points.
In the Telecom business, Idea Cellular Limited
(“Idea”), your Company’s Joint Venture, has
acquired Spice Telecommunications Limited.
Idea will soon become a pan India player, with
the addition of 6 new service areas by
December 2009. Currently, it enjoys a market
share of 11% and a subscriber’s base in excess
of 43 million. It is the fastest growing cellular
company in India. Idea raised USD 2 billion
(about Rs.100 billion) through strategically
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THE CHAIRMAN’S LETTER TO SHAREHOLDERS
Your Company is confident of timed interventions taking itself from a leveraged company
meeting short-term challenges of to having almost a debt free balance sheet today.
strategic growth initiatives and In the Financial Services sector, your Company has built scale
across the financial services entities, achieving the top five
enhancing its revenues and
positions in the Life Insurance and the Asset Management
earnings in the future. Your businesses, both garnering over 9% market share. Both these
Management is committed to businesses have outperformed industry by a huge margin.
While life insurance industry de-grew by 3%, Birla Sun Life
ensure that the ‘Growth’
Insurance achieved 44% year-on-year growth in new business
businesses move on to the premium. Likewise, the mutual fund industry de-grew by 7%,
profitability trajectory at the yet Birla Sun Life Asset Management attained 31% growth in
the average domestic AUM.
earliest. Gestating businesses
Your Company has acquired a 76% stake in Apollo Sindhoori
such as Life Insurance, BPO and
Capital Investments Limited (“ASCIL”) - a retail broking
Garments, will create enormous company. The network of ASCIL and Birla Sun Life Distribution
shareholders value over the will be leveraged to strengthen the positioning of the financial
medium term. services business your Company as an integrated and broad
based manufacturer and distributor of financial products.
Serious steps have been taken to turnaround the Garments and the BPO businesses; through
cost optimisation, moving out of high cost sites/stores, restructuring and realigning the businesses
in line with the market dynamics. Aditya Birla Minacs has augmented its reach in the domestic
market besides capitalising on the Aditya Birla Group’s business potential and strengthening its
focus on the KPO business to shore up its revenues and earnings.
I believe all of your ‘Value’ businesses have a tremendous growth potential. So the emphasis
continues to be on profitable capacity expansion. In the Insulators business, your Company has
expanded its manufacturing capacity by 10,000 tons per annum (“TPA”) to reach 48,800 TPA. Besides,
the plant for composite insulators was flagged off in March 2009. In the Carbon Black business,
your Company’s 75,000 TPA Greenfield expansion in Patalganga - Western India, is slated to be
commissioned by March 2010. In the Rayon business caustic soda capacity has been extended by
9,125 TPA. In the Fertilisers business, your Company’s repositioning itself as a “Complete Agri-
solution Provider” has met with an overwhelming response from the half a million farmers whom it
services. The Textiles business is expanding its presence in the high margin retail segment under
the brand ‘Linen Club’ besides increasing the share of value added products.
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THE CHAIRMAN’S LETTER TO SHAREHOLDERS
Outlook
With these measures your Company is confident of meeting short-term challenges of strategic
growth initiatives and enhancing its revenues and earnings in the future. Your Management is
committed to ensure that the ‘Growth’ businesses move on to the profitability trajectory at the
earliest. Gestating businesses such as Life Insurance, BPO and Garments, will create enormous
shareholders value over the medium term.
I believe our people are our biggest strength. We have further strengthened our endeavour, in these
times of a slowdown, to aggressively establish a performance oriented culture that rewards better
performance and distinguishes the best performers from the others. I would like to acknowledge all
of our performers who deliver results.
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THE CHAIRMAN’S LETTER TO SHAREHOLDERS
Your sincerely
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ADITYA BIRLA NUVO LIMITED
MANAGING DIRECTOR
Dr. Bharat K. Singh (till 30th June, 2009) INDO GULF FERTILISERS**
Mr. S. K. Jain Sr. President
JT. MANAGING DIRECTOR
Dr. Rakesh Jain (till 30th June, 2009)
(Managing Director w.e.f. 1st July, 2009)
ADITYA BIRLA INSULATORS**
Mr. Jayant Dua Chief Executive Officer
CHIEF FINANCIAL OFFICER
Mr. Sushil Agarwal
SOLICITORS * Dr. Rakesh Jain Business Director (till 30th June, 2009)
Mulla & Mulla and Craigie, Blunt & Caroe, ** Dr. Bharat K. Singh Business Director (till 30th June, 2009)
Mumbai ** Dr. Rakesh Jain Business Director (w.e.f. 1st July, 2009)
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Financial Telecom BPO IT Services Garments Fertilisers Carbon Rayon Insulators Textiles
Services (27.02%) (88.28%) (76.89%) Black
Apparel
Life Insurance Minacs
Canada Retail (100%)
(74%)*
(100%)
Contract
Asset Management Exports (100%)
(50%)*
Represents Subsidiaries
Our Vision
“To become a premium conglomerate with market leadership across businesses delivering superior value to shareholders
on a sustained basis”
Rayon Insulators
4% 3%
Garments Textiles Financial Services
Insulators Others 18% 4%
7% 2% 30%
Carbon Black
8%
Carbon Black
18% Life Insurance
9%
GR
CA1% Fertilisers
4 9%
BPO & IT
4%
Rayon Telecom
19% 2%
Textiles Garments
8% Telecom
21% BPO & IT 21%
13%
Growth Businesses 33% Value Businesses 67% Growth Businesses 72% Value Businesses 28%
Our Strategy
“To increase the share of ‘Growth’ businesses in the consolidated revenues by deploying surplus cash
generated by ‘Value’ businesses to nurture ‘Growth’ businesses”
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FINANCIAL HIGHLIGHTS
SALES (Quantity)
Garments (Acquired w.e.f. 1st January, 2000) ‘ 000 Nos. 11,754 10,966 10,709 11,104 8,332 —
Carbon Black MT 203,827 214,617 180,893 175,944 165,095 61,243
Viscose Filament Rayon Yarn MT 16,792 17,923 17,039 17,380 16,445 13,662
Caustic Soda MT 77,590 74,441 67,226 56,954 45,920 16,694
Spun Yarns MT 9,271 11,349 18,357 18,866 15,686 16,483
Fabrics ‘000 Mtrs. 4,049 4,710 4,645 4,418 3,593 6,380
Urea MT 1,072,891 870,305 1,043,565 563,914 — —
Insulators (Domestic Sales since FY 04-05 to FY 06-07) @ MT 32,561 32,304 7,776 16,245 9,219 23,656
@ Insulators manufacturing unit earlier demerged w.e.f. 1st August, 2002, merged with Aditya Birla Nuvo Limited w.e.f. 1st April, 2007
Rs. Crores
2008-09 2007-08 2006-07 2005-06 2004-05 1998-99
USD Million Rs. Crores
PROFIT & LOSS ACCOUNT
GROSS SALES
(excluding captive consumption)
Garments 179.5 897.3 817.9 693.7 615.8 476.1 —
Carbon Black 236.7 1,183.7 941.1 817.7 619.2 501.0 174.7
Viscose Filament Rayon Yarn 72.4 362.1 329.3 308.2 296.3 284.1 266.2
Caustic Soda 32.0 160.1 122.7 111.2 77.6 58.0 8.4
Spun Yarns 90.9 454.5 479.5 513.6 421.7 379.1 232.0
Fabric 19.2 96.2 98.6 98.6 95.4 71.9 62.6
Urea 221.6 1,107.9 695.1 756.7 366.5 — —
Insulators 88.7 443.6 410.7 112.3 120.4 87.8 185.8
Financial Services (Merged w.e.f. 1st September, 2005) 0.1 0.3 5.3 27.7 31.6 — —
Others 59.1 295.3 266.2 145.3 141.9 130.2 536.9
Income from Operations 1,000.2 5,001.0 4,166.4 3,584.8 2,786.4 1,988.0 1,466.6
Excise Duty 43.0 214.9 213.3 157.4 144.3 127.2 162.1
Net Income from Operations 957.2 4,786.2 3,953.1 3,427.4 2,642.0 1,860.9 1,304.5
Operating Expenses 846.5 4,232.5 3,331.9 2,861.2 2,222.1 1,606.4 1,076.3
Operating Profit 110.7 553.7 621.2 566.2 419.9 254.4 228.2
Other Income 6.4 32.0 12.7 37.6 23.4 9.7 34.8
Interest and Finance Charges (Net) 51.5 257.4 179.0 171.2 55.8 18.7 56.9
Profit before Depreciation and Tax 65.7 328.3 454.9 432.6 387.6 245.4 206.1
Depreciation and Amortisation 33.2 166.0 141.1 120.3 111.8 80.7 90.7
Profit before Exceptional Items and Tax 32.5 162.3 313.8 312.3 275.8 164.7 115.4
Exceptional Gain/(Loss) — — 0.7 (1.2) (4.0) (7.6) —
Provision for Taxation (Net) 5.0 24.9 71.5 86.1 84.8 43.4 9.3
Net Profit 27.5 137.4 243.1 225.0 186.9 113.7 106.0
Dividend (including Dividend Distribution Tax) 8.5 42.4 63.9 58.5 47.6 27.4 30.0
Retained Profit 19.0 95.0 179.2 166.5 139.3 86.3 76.1
1 USD = Rs. 50
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FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS - STANDALONE
Rs. Crores
BALANCE SHEET 2008-09 2007-08 2006-07 2005-06 2004-05 1998-99
USD Million Rs. Crores
Net Fixed Assets 321.0 1,605.0 1,501.6 1,308.1 1,135.5 810.3 1,068.6
Long Term Investments 996.5 4,982.4 3,909.8 3,477.6 1,415.3 618.3 224.7
Current Investments 146.0 730.0 97.5 371.8 260.5 81.3 215.5
Total Investments 1,142.5 5,712.4 4,007.3 3,849.4 1,675.8 699.7 440.2
Net Current Assets 296.7 1,483.7 1,458.5 972.9 1,127.6 462.7 569.5
Capital Employed 1,760.2 8,801.1 6,967.5 6,130.5 3,938.9 1,972.6 2,078.4
Equity Share Capital # 19.0 95.0 95.0 93.3 83.5 59.9 67.5
Share Warrants $ 75.5 377.4 377.4 — — — —
Reserves & Surplus 729.8 3,649.2 3,551.3 3,031.2 2,124.1 1,294.2 1,359.8
Net Worth 824.3 4,121.7 4,023.7 3,124.5 2,207.6 1,354.1 1,427.3
Long Term Loans 530.2 2,651.2 1,841.2 1,869.2 972.5 285.3 534.0
Short Term Loans 369.6 1,848.0 902.2 962.7 591.1 207.7 117.0
Total Loan Funds 899.8 4,499.2 2,743.4 2,831.8 1,563.6 493.0 651.1
Deferred Tax Liability 36.0 180.2 200.3 174.1 167.7 125.5 —
Capital Employed 1,760.2 8,801.1 6,967.5 6,130.5 3,938.9 1,972.6 2,078.4
# Capital raised through (a) conversion of 17 Lacs warrants in March 2008 out of 2.05 Crores warrants issued to promoters in
February 2008; (b) rights issue in February 2007, and (c) merger of Indo Gulf & Birla Global w.e.f. 1st September, 2005.
$ 10% application money received on remaining 1.88 Crores warrants, each warrant convertible into one equity share @ 2007.45 per share.
RATIOS & STATISTICS Units 2008-09 2007-08 2006-07 2005-06 2004-05 1998-99
Operating Margin % 11.6 15.7 16.5 15.9 13.7 17.5
Gross Profit Margin % 6.9 11.5 12.6 14.7 13.2 15.8
Net Profit Margin % 2.9 6.1 6.6 7.1 6.1 8.1
Net Sales/Average Capital Employed x 0.6 0.6 0.7 0.9 1.0 0.6
Interest Cover (EBITDA/Gross Interest) x 2.0 3.1 3.1 6.5 11.4 2.3
Debt Service Coverage Ratio x 1.2 1.2 1.2 2.9 6.8 1.9
ROACE (PBIT/Average Capital Employed) % 5.3 7.5 9.6 11.2 9.7 7.3
ROAE (Net Profit/Average Net Worth) % 3.4 6.8 8.4 10.5 8.7 7.0
Current Ratio x 2.9 3.1 3.1 3.3 2.7 3.1
Debt Equity Ratio (Total Debt/Net Worth) x 1.1 0.7 0.9 0.7 0.4 0.5
Debt Equity Ratio (Long Term Debt/Net Worth) x 0.6 0.5 0.6 0.4 0.2 0.4
Dividend Per Share Rs. 4.0 (8 Cents) 5.8 5.5 5.0 4.0 4.0
Dividend Including Tax (as % to Net Profit) % 30.9 26.3 26.0 25.5 24.1 28.3
EPS (Weighted Average) Rs. 14.5 (29 Cents) 26.1 25.6 24.5 18.3 15.1
CEPS (Weighted Average) Rs. 29.7 (59 Cents) 43.9 41.0 38.2 31.0 28.1
Book Value Per Share Rs. 434 (USD 8.7) 424 335 264 226 212
No. of Equity Shareholders Numbers 155,497 155,028 164,603 89,287 94,137 155,558
Closing Price as on 31st March - NSE Rs. 445.0 (USD 8.9) 1,396.2 1,070.9 748.0 402.3 83.3
Market Capitalisation - NSE Rs. Crores 4,227 (USD Mn 845) 13,265 9,992 6,246 2,409 562
Price Earning Ratio (NSE) x 30.8 53.6 41.8 30.6 22.0 5.5
Price/Book Value Ratio (NSE) x 1.0 3.3 3.2 2.8 1.8 0.4
Exports (FOB) Rs. Crores 636.2 (USD Mn 127.2) 624.3 482.6 460.1 447.4 287.9
Capital Expenditure (Net) Rs. Crores 268.8 (USD Mn 53.8) 224.8 293.9 197.8 150.9 109.6
Strategic Investments (Net Additions) Rs. Crores 1,073.1 (USD Mn 214.6) 435.4 2,063.6 791.9 36.7 32.3
1 USD = Rs. 50
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FINANCIAL HIGHLIGHTS
Rs. Crores
BALANCE SHEET 2008-09 2007-08 2006-07 2005-06 2004-05 2001-02*
USD Million Rs. Crores
Net Fixed Assets 1,333.2 6,665.8 5,447.8 3,777.6 2,157.6 1,109.5 891.9
Goodwill on Consolidation 684.5 3,422.6 2,571.0 2,594.9 961.3 185.2 81.1
Non Compete Fee 29.4 147.0 — — — — —
Life Insurance (Shareholders’ & Policyholders’ Investments) 1,833.7 9,168.4 6,892.7 4,020.0 2,554.8 1,333.0 28.6
Other Investments 382.8 1,914.0 427.4 523.3 362.1 135.6 306.6
Total Investments 2,216.5 11,082.4 7,320.2 4,543.4 2,916.9 1,468.6 335.3
Net Current Assets 518.0 2,589.8 2,252.8 1,750.2 1,017.6 478.4 427.2
Capital Employed 4,781.5 23,907.5 17,591.9 12,666.1 7,053.4 3,241.8 1,735.5
Equity Share Capital # 19.0 95.0 95.0 93.3 83.5 59.9 59.9
Preference Share Capital 5.1 25.5 50.0 — 100.2 20.7 —
Share Warrants $ 75.5 377.4 377.4 — — — —
Reserves & Surplus (Net of misc. expenditure not written off ) 1,079.3 5,396.5 3,510.4 3,026.3 1,914.8 1,034.1 983.9
Net Worth 1,178.9 5,894.4 4,032.9 3,119.6 2,098.5 1,114.7 1,043.8
Life Insurance Policyholders’ Fund 1,719.4 8,596.9 6,484.7 3,762.0 2,378.4 1,212.3 19.8
Fund for Future Appropriation 25.8 129.0 25.9 0.03 0.03 0.03 —
Secured Loans 1,006.6 5,033.1 4,463.5 4,080.0 1,525.2 699.3 498.7
Unsecured Loans 772.2 3,860.9 2,184.4 1,381.6 839.4 62.2 34.6
Total Loan Funds 1,778.8 8,894.0 6,647.9 5,461.6 2,364.6 761.5 533.3
Minority Interest 35.8 179.2 174.4 143.3 43.2 27.6 37.4
Deferred Tax Liability (Net) 42.8 214.0 226.2 179.6 168.7 125.7 101.2
Capital Employed 4,781.5 23,907.5 17,591.9 12,666.1 7,053.4 3,241.8 1,735.5
# Capital raised through (a) conversion of 17 Lacs warrants in March 2008 out of 2.05 Crores warrants issued to promoters in February
2008 ; (b) rights issue in February 2007, and (c) merger of Indo Gulf & Birla Global w.e.f. 1st September, 2005.
$ 10% application money received on remaining 1.88 Crores warrants, each warrant convertible into one equity share @ Rs. 2007.45 per share.
RATIOS & STATISTICS Unit 2008-09 2007-08 2006-07 2005-06 2004-05 2001-02 *
Operating Margin % 5.7 9.3 13.8 12.3 8.2 9.6
Net Margin % (3.2) 1.3 3.4 4.1 1.9 0.6
Net Sales/Average Capital Employed x 0.7 0.8 0.8 1.0 1.1 0.9
Debt Equity Ratio (Total Debt/Net Worth) x 1.5 1.6 1.8 1.1 0.7 0.5
Interest Cover (EBITDA/Gross Interest) x 1.1 2.3 2.9 5.3 6.3 2.4
ROACE (PBIT/Average Capital Employed) % 0.6 5.8 10.6 11.7 6.8 4.4
ROAE (Net Profit/Average Net Worth) % (8.7) 4.2 10.8 12.7 5.4 0.6
EPS (Weighted Average) Rs. (45.7) 16.0 32.0 26.1 9.1 1.6
1 USD = Rs. 50
* The Company started reporting consolidated results from FY 2001-02.
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MANAGEMENT’S DISCUSSION AND ANALYSIS
STRATEGIC MOVES
Your Company continued to pursue distinct strategic initiatives across its businesses to fortify their presence
and build a strong foundation for future growth, in line with its vision ‘to become a premium conglomerate
with market leadership across businesses delivering superior value to shareholders on a sustained
basis’:
➤ With the acquisition of Spice Communications Limited (“Spice”) that operated in Punjab and Karnataka
service areas and with the roll out of operations in Mumbai, Orissa and Bihar (including Jharkhand), Idea
Cellular Limited (“Idea”) extended its operations to 16 service areas. Spice will be merged with Idea after
receiving the court order.
➤ Besides gaining significant market share in the Life Insurance and the Asset Management businesses, your
Company expanded its footprint in the financial services space (a) with the acquisition of 76% stake in
Apollo Sindhoori Capital Investments Limited (“ASCIL”) — a retail broking company, and (b) with an entry
in the private equity business.
➤ Your Company bought the balance 50.01% stake in Birla Sun Life Distribution Company Limited (“BSDL”).
Consequently, BSDL became its wholly owned subsidiary w.e.f. 31st March, 2009. BSDL along with ASCIL
will provide a common distribution platform to the financial services businesses of your Company to
strengthen its position as an integrated and broad based manufacturer and distributor of financial products.
➤ Your Company launched two new apparel retailing concepts during the year. Five family stores were
opened under the brand ‘Peter England People’ catering to menswear, womenswear as well as kidswear
segments. One men’s exclusive store was launched under the brand ‘The Collective’ offering various reputed
international brands under one roof.
➤ The BPO business is expanding its delivery capacities in India to serve the growing telecom and financial
services sectors.
➤ To integrate IT services business as a back end solution provider for the BPO business, PSI Data Systems
has been de-listed from stock exchange after getting required approvals.
➤ To capture the power sector growth, your Company has expanded the manufacturing capacity of porcelain
insulators by 10,000 tons per annum (“TPA”) in April 2009 to reach a total capacity of 48,800 TPA, besides
foraying in composite insulators. Both are currently under trial run.
➤ The Rayon business raised its caustic soda manufacturing capacity from 225 tons per day (“TPD”) to 250
TPD in December 2008.
➤ The Carbon Black business is targeting to expand its capacity by 75,000 TPA by March 2010.
➤ As a significant step towards future growth, the Fertilisers business has repositioned itself as a ‘Complete agri-
solution provider’, offering farmers a wide range of products and services right from sowing to harvesting.
➤ To enlarge size of high margin retail segment, the Textiles business launched nine exclusive brand outlets
under the brand ‘Linen Club’, without incurring any capital expenditure under the buy and sell mode.
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While the Company grew its consolidated revenues, profitability was strained due to:
■ Launch of large format ‘Peter England People’ and ‘The Collective’ stores besides opening more than
90 exclusive brand outlets in the Garments business, and
■ Capital infusion to fund the growth of the Life Insurance business and investments made for the
acquisition of ASCIL.
■ In accordance with the accounting policy in the life insurance business, all costs relating to the
acquisition of new customers are charged as an expense in the year in which they are incurred, whilst
premium income accrues over the policy premium paying period. Therefore, the expenses incurred in
relation to the new business premium typically exceed the income received from such premium
during the first year.
➤ The global economic slowdown impacting Indian industry and few of the businesses of your Company as well:
■ The carbon black industry was affected by the sharp volatility in the crude oil prices and slowdown in
demand from the tyre industry.
■ The domestic garments industry witnessed lower consumer footfalls and higher discounting while
garments exports industry faced forex loss and weak order flow.
■ The BPO business of your Company was impacted by the site closure costs and forex loss. To achieve
savings in overheads through sites rationalisation, three sites were consolidated in Canada by shifting
their business to more cost effective sites.
As a result, your Company reported a consolidated net loss of Rs. 430.5 Crores against consolidated net profit
of Rs. 150.8 Crores attained in the previous year.
While with the continuous pursuit of the strategic initiatives, your Company is well positioned to emerge
stronger in the long run; it has initiated various measures to meet the short term challenges laid down by the
slowdown:
➤ Your Company has re-aligned its capital expenditure plans to match the growth outlook. In the Life
Insurance and the Garments businesses, thrust is on achieving improved sales from existing distribution
set up. Besides these, project activities for Greenfield expansion in the Carbon Black business will be re-
aligned to match commencement of production with the demand revival.
➤ Your Company has initiated tight working capital management and cost control measures across the
businesses.
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GROWTH BUSINESSES
TELECOM (IDEA CELLULAR LIMITED)
Rs. Crores
2008-09 2007-08
Performance Review
Idea, one of the largest cellular operators in India, added more than 19 million subscribers to reach 43.02
million subscribers (including Punjab and Karnataka service areas) as on 31st March, 2009. Idea improved its all
India market share considerably from 9.2% to 11%. In terms of combined subscribers base in its eight established
service areas — Andhra Pradesh, Delhi, Gujarat, Haryana, Kerala, Madhya Pradesh & Chattisgarh, Maharashtra &
Goa, and Uttar Pradesh (West) — Idea ranks second with 19.5% market share that truly reflect its brand
strength. (Source: TRAI, www.trai.gov.in)
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FINANCIAL SERVICES
The financial services sector in India has high growth potential. A fast growing economy, large population,
growing middle class, high rate of savings, low penetration and increasing awareness towards financial planning
is expected to fuel the growth of the savings, protection and investment products in India. Besides this, the
growth in income of households, particularly in tier II and III cities, offers ample scope for financial services
products.
The Financial Services business of your Company is not only improving its market positioning in existing
business segments, but also expanding its footprint in new business segments with a vision to become a
leader and role model in the financial services sector with a broad based and integrated business.
Currently, your Company is operating in business segments such as Life Insurance, Asset Management, Non-
Banking Financial Services, Private Equity, Retail Broking, Wealth Management and Insurance Advisory. In each
of these businesses, our aim is to improve market share by building distribution reach, offering innovative
products and services, creating a unique customer service experience and strengthening management teams.
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Outlook
The long term growth outlook of the Indian economy coupled with increasing household financial savings
and increasing awareness and preference towards mutual funds with the help of professional fund management
augurs well for the mutual fund industry.
As your Company aspires to be among the top 3 asset management companies, BSAMC will continue to
augment relationships across channels besides launching innovative products and enhancing brand loyalty
through consistent returns as well as superior customer service. BSAMC also aims to increase share of high
margin equity and PMS AUM along with expanding its footprint in overseas markets and the real estate arena.
Your Company acquired a 76% stake in Apollo Sindhoori Capital Investments Ltd. (“ASCIL”), a retail broking
company in February-March 2009. ASCIL is one of the larger brokerage houses in India with about 14 years of
experience. ASCIL has a scalable business model based on a strong technology backbone and a wide product
mix which includes trading facility in equity and derivative segments on the NSE (National Stock Exchange of
India Limited) and the BSE (Bombay Stock Exchange Limited), trading facility in commodity segment through
a subsidiary, depository participant services of National Securities Depository Ltd. and Central Depository
Services India Limited at major locations, online bidding for IPOs and distribution of Mutual Funds. ASCIL
serves over 175,000 customers through a nation-wide branch network of about 240 own and 840 franchisee
branches. ASCIL provides your Company an opportunity to capitalise on its nation-wide reach and derive
synergies through cross selling.
Performance Review
Consolidated net income from operations of ASCIL decreased from Rs. 122.2 Crores to Rs. 83.3 Crores due to
slow-down in retail broking activities given the stock market turbulence. It reported net profit of Rs. 1.2 Crores
compared to Rs. 21.4 Crores attained in the previous year. Financial operations of ASCIL have been accounted
for in the consolidated financial statements of your Company w.e.f. 6th March, 2009, when it became your
Company’s subsidiary.
Outlook
Currently, only around 5 per cent of the total Indian households invest in equities. With the optimistic long
term outlook for Indian financial markets and increased participation of Indian households, there is a large
scope for brokerage houses.
Branches (Nos.) 44 36
Assets Under Advice 9,525 12,242
Net Income from Operations 21.1 37.5
PBIT (8.8) 3.9
PAT (9.1) 2.7
Net Worth 4.8 13.9
In a strategic move, your Company acquired 50.01% stake in Birla Sun Life Distribution Company Limited
(“BSDL”) owned by Sun Life (India) Distribution Investments Inc. in March 2009. BSDL became a wholly owned
(18)
OTHER FINANCIAL SERVICES (BIRLA GLOBAL FINANCE COMPANY LIMITED AND BIRLA INSURANCE
ADVISORY AND BROKING SERVICES LIMITED)
Rs. Crores
2008-09 2007-08
Birla Global Finance Company Limited (BGFCL)
Net Income from Operations 120.3 97.0
PAT 29.6 22.7
Net Worth 211.2 200.3
Nuvo’s Investment 127.6 102.6
Birla Insurance Advisory & Broking Services Limited (BIASL)
Net Income from Operations 16.5 10.6
PAT 4.8 3.2
Performance Review
BGFCL, a wholly owned subsidiary of your Company, is amongst the leading Non-Banking Financial Companies
(NBFCs) in India in IPO financing, Corporate Bills discounting and Loan against securities segment. During the
year, BGFCL posted a commendable performance amidst testing economic scenario. Its net income from
operations grew by 24% and net profit rose by 31% despite sluggish IPO financing market. Better performance
in the ‘Loan against Securities’ segment supported growth. BGFCL achieved a net profit margin of 25%.
BIASL has carved a leadership position for itself in the general insurance broking space and has performed
well amidst the challenging business environment. With the removal of cap on discount for premium rates,
most of the general insurance companies started offering huge discounts. Despite resultant drastic reduction
in premium rates, BIASL placed a business of over Rs. 170 Crores for the year with several general insurance
companies on behalf of its clients compared to Rs. 127 Crores placed during the last year. Supported by this,
BIASL posted significant growth in revenues and profitability and achieved net profit margin of 29% during
the year.
Outlook
Increased volatility in the capital markets has slowed the pace of new public offerings. This should revive soon
with companies approaching the capital markets to meet their long term fund requirements. The long term
prospects of the financial services sector remain optimistic.
BGFCL will drive its growth momentum by expanding its operations with a vision to be amongst top 5 NBFCs
by profitability.
(19)
2008-09 2007-08
Operating Seats (Nos.) 8,326 9,089
Employees (Nos.) 11,621 12,908
Net Income from Operations 1,687.2 1,577.7
- North America* 1,444.7 1,395.4
- Asia Pacific^ 242.4 182.3
PBIT (61.0) (26.5)
- North America (48.7) (20.4)
- Asia Pacific (12.3) (6.1)
PAT (121.1) (88.9)
Performance Review
Aditya Birla Minacs posted 7% growth in net income from operations. The revenues growth in the ‘North
America’ region was impacted due to the weak order flow resulting from the global slowdown. Revenues from
the ‘Asia pacific’ region rose by 18% from USD 45.5 million to USD 53.6 million.
Aditya Birla Minacs is serving 54 clients including 27 Fortune 500 companies through 27 delivery centres
across the globe with 8,326 seats and 11,621 employees.
Aditya Birla Minacs has undertaken various initiatives to mitigate the impact of slowdown and improve
operating efficiencies. Towards sites rationalisation, three sites were consolidated by shifting their business to
more cost effectives sites. Cost control measures were initiated to reduce overheads, the full benefit of which
will accrue going forward. In the direction of supporting new business from low cost locations, launch of two
new sites in India is on the cards adding over 1,000 seats.
Supported by cost control initiatives, business remained positive at operating profit (PBDIT) level despite site
closure costs of Rs. 27 Crores, forex loss of Rs. 24.6 Crores and higher manpower costs. Net loss increased
because of the unabsorbed interest and depreciation costs.
The business is targeting to achieve profitability faster, under the strengthened leadership, supported by the
cost control efforts already initiated.
Outlook
The business process outsourcing sector is currently affected by slowdown in global economies and margins
are under pressure. However, a sharp depreciation in the Indian rupee vis-à-vis the US dollar is expected to
stem the decline in margins. Also wage inflation and attrition are expected to decline in the current environment
providing some respite to players on employees cost front.
Aditya Birla Minacs will continue to meet customers’ expectations with a thrust on excellence in execution. It
will focus on achieving profitability by building a robust sales pipeline, improving seats utilisation, off-shoring
support functions to low cost locations, increasing share of high margin KPO segment and reduction in
overheads.
(20)
GARMENTS
BRANDED GARMENTS (MADURA GARMENTS)
Rs. Crores
2008-09 2007-08
Sales Volumes (Lacs Pieces) 117.5 109.7
Net Income from Operations 906.4 825.7
Operating Profit before Advertisement Expenses 50.6 115.5
Advertisement Expenses 48.9 48.4
Operating Profit 1.7 67.1
PBIT (48.5) 35.1
Capital Employed 411.6 471.2
Performance Review
The apparel retail industry was severely affected by slowing economy and lower consumer spending. Apparel
retailers offered higher discount to clear off their inventories. The wholesale channel was impacted due to de-
stocking by departmental stores to avoid inventory pile up.
Net income from operations of the Branded Garments business of your Company (Madura Garments) grew by
10% year-on-year, supported by a 33% growth in retail channel while the wholesale channel was impacted
due to weak consumer footfalls experienced across the industry. During the year, more than 90 exclusive
brand outlets (“EBOs”) were opened to reach 342 EBOs spanning across 7.1 Lacs square feet of retail space.
Share of retail channel in revenues jumped to 48% from 40% last year.
The operating profit was lower due to high lease rentals on expanded retail space and prolonged discounting.
Madura Garments has made investments and incurred lease rentals in opening up of new stores, the full
benefit of which will accrue in coming years.
(21)
The business is looking forward to regain profitability, under the renewed leadership, supported by cost
control measures already undertaken.
Outlook
Currently constricted by lower footfalls and higher discounting, the Indian apparel retail industry is expected
to make a come back with the revival of consumer confidence in Indian economy and its growth outlook. In
the short term, industry margins are expected to improve with a correction in lease rentals. Efforts towards re-
structuring like re-sizing and re-locating of stores, etc. , are likely to drive down costs.
The branded garments business of your Company will leverage its expanded retail channel to improve its sales
per square feet. The business is also laying thrust on achieving cost efficiencies through rent re-negotiation,
exit from unviable stores, manpower rationalisation, efficient supply chain management, improving inventory
turns and reducing overheads. Besides this, new store openings will be re-aligned to match demand outlook.
The emphasis of contract exports business is on right-sizing the business model and cost reduction to regain
profitability.
VALUE BUSINESSES
Performance Review
The Agricultural sector reported good growth supported by the normal monsoons and increase in the minimum
support prices for most of the agricultural output products. This has given a boost to the demand for agricultural
inputs — Fertilisers, Seeds and Agro-chemicals.
Indo-Gulf Fertilisers posted its highest ever profitability supported by a 23% growth in sales volumes. Indo-
Gulf’s urea ‘Birla Shaktiman’, which has completed 20 years, and neem coated urea ‘Krishidev’ continued to be
the preferred choice of farmers.
Net income from operations rose by 59% backed by higher volumes of urea and agri-products and increase in
subsidies on account of rise in natural gas and naphtha prices.
Revenues from agri-products trading almost doubled to Rs. 114.5 Crores. Indo-Gulf has taken several initiatives
to widen its product portfolio and has repositioned itself as a ‘Complete agri-solution provider’, offering farmers
a wide range of products and services right from sowing to harvesting. This is a significant step towards future
growth. Under the ‘Birla Shaktiman’ brand, a wide range of seeds and a complete package of agro chemical
formulations are offered. ‘Birla Shaktiman’ seeds are now used by over 5 lacs farmers, sown in area of over 10
lacs acres, producing almost 25 lacs MT of food grains per annum. Indo-Gulf is now the leading supplier of
agro-chemicals in its region.
(22)
Outlook
Department of Fertilisers, Ministry of Chemicals and Fertilisers, Government of India, forecasts domestic urea
demand to grow by 6% to 7% annually to reach 35.4 million MT by 2011-12. Currently, over a quarter of the
country’s fertilisers requirement is being met by imports.
The Government of India has announced a new policy to encourage new indigenous capacity by offering
import parity price linked pricing. This is a positive measure which could facilitate higher investment into this
vital sector. The policy also provides for differential pricing of new customised fertilisers, up to 20% of the total
production. Availability of natural gas from the Krishna-Godavari basin will also reduce the supply constraint of
natural gas, which is the key raw material.
Indo-Gulf is well positioned to derive benefits from production of neem coated urea – ‘Krishidev’ under the
differential pricing scheme as well as higher capacity utilisation. Besides, it is focusing on scaling agri-products
trading segment for future growth.
Performance Review
The carbon black industry worldwide was adversely affected due to the sharp volatility in the prices of its key
raw material – Carbon Black Feed Stock (“CBFS”) – which moves in the direction of crude oil prices. International
crude oil prices reached to a peak of US dollar 145 per barrel in July 2008 and subsequently fell sharply to
trade at as low as US dollar 40 in March 2009. The carbon black industry was also impacted due to lower
demand from tyre manufacturers resulting from slowdown in auto industry globally.
Indian carbon black industry was no exception and hence, delivered a sub-optimal performance during the
financial year.
The Carbon Black business of your Company (Hi-Tech Carbon), which is the second largest manufacturer in
India, posted a 5% decline in sales volumes due to reduced demand from tyre manufacturers, particularly in
the exports market. However, realisation rose by 34% reflecting the rise in CBFS prices. This supported 27%
growth in net income from operations.
Operating profit of Hi-tech Carbon was severely impacted due to consumption of high priced CBFS and
subsequent steep fall in its prices, following the decline in crude oil prices. Lower sales volumes also impaired
profitability. In the fourth quarter, the capacity utilisation has improved to 79% from 67% in the third quarter
(23)
Outlook
The demand from the tyre industry is picking up after sharp decline in the third quarter. With the replacement
segment representing 60-70% of overall tyre demand, it is expected that by the second quarter of the running
financial year the demand gap should eliminate. The carbon black industry should also benefit from stable
crude oil prices.
With the high priced CBFS inventories already liquidated, Hi-tech Carbon will optimise its CBFS procurement
going forward to improve margins. It has received environmental clearance and other regulatory approvals for
Greenfield expansion at Patalganga and is targeting to expand its capacity by 75,000 MTPA by March 2010 at
a capital expenditure of Rs. 240 Crores. Project activities will be re-aligned to match the commencement of
production with the revival of demand.
Performance Review
Indian VFY industry witnessed lower sales volumes particularly in the exports markets. Unprecedented rise in
wood pulp and sulphur prices impacted operating margins across the industry. This has led to suspension of
operations by two competitors during the year, which is likely to create supply gap. Reduction in sulphur
prices towards the end of the financial year has bought some relief to the industry.
The VFY business of your Company (Indian Rayon), which is the second largest manufacturer in India, showed
satisfactory performance amidst a challenging business environment. Net income from operations from the
VFY segment grew by 10% during the year. VFY sales volumes decreased as the focus was on finer denier yarn.
Improved product mix drove 18% growth in VFY realisation.
Net income from operations from Chlor-alkali segment rose by 18% largely due to higher caustic soda realisation
and sales volumes. Caustic soda sales volumes grew by 4% to 77,590 MT supported by capacity expansion of
25 TPD in December 2008 reaching a total of 250 TPD. ECU realisation rose by 13%.
(24)
Outlook
The long-term outlook of VFY business is moderate, as demand is expected to grow at a modest rate. In the
short term, operating margins of VFY manufactures should improve with sulphur prices cooling down. The
Chlor-alkali segment will benefit going forward from decline in the coal prices.
Besides increasing share of value added yarns, Indian Rayon will lay thrust on technological upgradations to
improve the intrinsic yarn quality. These efforts will help the business to provide superior customer value, to
fetch a premium on our products and improve margins.
Performance Review
Net income from operations of Aditya Birla Insulators grew by 7% while sales volumes almost remained flat.
The focus on high rating insulators fetched higher realisation. Operating profit de-grew by 10% due to higher
input and fuel costs. Aditya Birla Insulators is shifting to coal gas for kiln firing at its Rishra plant and natural
gas at its Halol plant to reduce fuel costs. It achieved ROACE of 43% during the financial year.
Aditya Birla Insulators holds leadership position in India with the fourth largest capacity worldwide. To extend
its product offerings, a pilot plant for composite insulators has been installed in March 2009 and is under trial
run. The business has also expanded its porcelain insulators capacity by 10,000 TPA in April 2009 to reach a
total capacity of 48,800 TPA, which is currently under trial run.
Outlook
The demand for energy in India exceeds its supply especially in the rural sector. The peak supply shortage in
India was 13.7% and energy deficit was 11.3% as of March 2009 (Source: Central Electricity Authority,
www.cea.nic.in). The Government of India plans to provide electricity throughout the country by 2012 and plans
to increase installed power generation capacity by 78,577 MW in its 11th Five Year Plan (2007-12)
(25)
(Source: Ministry of Power, Annual Report 2007-08). The expansion of India’s power infrastructure is expected to
increase demand for electrical equipments and components including insulators. However, exports market
may remain affected for some period due to global recessionary trend.
To capitalise on the vibrant demand in the power infrastructure sector, Aditya Birla Insulators aims to further
expand its capacity by 4,000 TPA in the running financial year. Focus on manufacturing high rating insulators
range and yield enhancement efforts would bolster its financial performance.
2008-09 2007-08
Net Income from Operations
Linen Segment 183.0 169.7
Wool Segment 390.2 411.6
Synthetic Yarn* — 19.1
573.2 600.3
*Jaya Shree Textiles existed synthetic yarn segment in FY 2007-08 as a strategic decision to focus on niche
linen and wool segments
Performance Review
Indian textiles industry witnessed substantial production cut across the value chain due to overall slowdown
in demand particularly from major export destinations — the US and the European Union. Due to overall
reduction in volumes, exporters could not benefit much from the depreciation of Indian Rupee against the US
dollar.
Despite these headwinds, the Textiles business of your Company (Jaya Shree Textiles) could keep the capacity
utilisation in most of its segments at 100% for major part of the year. Nine exclusive brand outlets were
opened under the ‘Linen Club’ brand under the buy and sell mode without incurring any capital expenditure.
Jaya Shree Textiles (“JST”) posted lower net income from operations due to lower linen fabric volumes. Operating
profit decreased due to lower volumes and high flax fibre prices. Usage of high priced stock impacted wool
industry and JST as well due to sudden fall in commodity prices. Besides these, last year profit includes gain on
sale of assets consequent to exit from synthetic yarn segment and gain on sale of carbon credits.
Outlook
China is the major player in global textiles trade. The appreciation of Chinese Yuan against the US dollar will
give a competitive edge to Indian exporters against the Chinese exporters. Recent imposition of anti-dumping
duty by the Government of India on cheaper linen fabric imports from China and the depreciation of Indian
Rupee against the US Dollar will also accord relief to the Indian textiles industry. Softening input prices and
interest rates shall be an enabler. The global slowdown remains a cause of concern.
To improve the overall profitability of the business, JST will be enlarging its presence in high margin retail
segment under ‘Linen Club’ brand besides increasing share of value added products. The business will continue
to pursue aggressive cost control measures and working capital management to enhance its competitiveness.
(26)
2008-09 2007-08
Net Income from Operations 4,786.2 3,953.1
Other Income 32.0 12.7
Operating Profit (PBDIT) 585.7 633.9
Net Interest 257.4 179.0
Depreciation 166.0 141.1
Profit before Tax and Exceptional Items 162.3 313.8
Exceptional Gain/(Loss) — 0.7
Profit before Tax 162.3 314.6
Provision for Taxation (Net) 24.9 71.5
Net Profit 137.4 243.1
4,786.2
3,953.1
21%
FY 08 FY 09
The standalone net income from operations of your Company grew by 21%. The Fertilisers business was the
largest contributor to the revenues growth supported by higher sales volumes and increase in subsidies on
account of rise in input and fuel prices. Higher realisation in the Carbon Black business in line with high CBFS
prices and growth in the Branded Garments business also contributed to the revenues growth.
Other income increased due to dividend income of Rs. 11.6 Crores from BGFCL and higher investment income
on surplus funds.
Operating profit de-grew by 8% While the Fertilisers business posted its highest ever profitability, the Carbon
Black business was adversely affected by high priced stock due to subsequent sharp fall in CBFS prices linked
to the movement in crude oil prices. The Branded Garments business was affected by high lease rentals
towards expanded retail channel and prolonged discounting. The Rayon, Textiles and Insulators businesses
posted satisfactory performance.
Net interest expense increased due to increase in borrowings primarily to fund capital expenditure and working
capital requirements in the Carbon Black and the Branded Garments businesses besides financing capital
infusion in the Life Insurance business and acquisition of ASCIL.
Depreciation grew largely due to new store openings in the Branded Garments business.
(27)
The provision for taxation reduced due to creation of deferred tax asset of Rs. 21.1 Crores in the current year
against provision for deferred tax liability of Rs. 25.2 Crores in the previous year. Excess tax provision of Rs. 35.1
Crores related to earlier years was written back during the year against write back of Rs. 35.7 Crores in the
previous year.
As a result, your Company posted lower net profit during the year.
Your Company’s Earnings Per Share (EPS) is at Rs. 14.5 against Rs. 26.1 in the previous year. Cash Earnings Per
Share (CEPS) is also lower at Rs 29.7 compared to Rs. 43.9 in the previous year.
Dividend
The Board of Directors has recommended a dividend of 40% for the current year entailing a total outgo of
Rs. 42.4 Crores including dividend distribution tax. Dividend payout ratio is at 31% compared to 26% last year.
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RISK MANAGEMENT
Your Company’s risk management framework establishes risk management processes at each business, helping
in identifying, assessing and mitigating risks that could materially impact the Company’s performance in
achieving its stated objectives. The components of risk management are different for each business and are
defined by various factors including the business model, business strategy, organisational structure, risk appetite
and available dedicated resources.
Your Company’s structured Risk Management (RM) process provides confidence to the stakeholders that the
Company’s risks are known and well managed. The risk management framework ensures compliance with the
requirements of amended Clause 49 of listing agreement.
(29)
Since your Company is a diversified conglomerate, the risk events are identified, assessed, mitigated and
monitored for each business separately. The risk management approach comprises three key components:
(1) Risk Identification: External and internal risk events are identified in the context of the strategy and
specific objectives of each individual business. These risk events are assessed by senior management team
of the respective business on defined criteria and prioritised for development of risk mitigation plans.
Business risks are classified into Strategic, Operations, Financial and Knowledge risks, which are further
drilled down to market structure, process, systems, legal compliance, corporate governance and people
culture.
(2) Risk Mitigation: This step comprises developing of a mitigation plan for the risks identified and prioritising
them.
(3) Risk Monitoring and Assurance: Your Company’s Risk Management Committee, which is headed by the
Managing Director and consists of senior executive officers from each business, is responsible for reviewing
risk management processes, implementation and effectiveness of our risk mitigation plans. The Board of
Directors reviews risk management processes after such processes have been vetted by the Audit
Committee. This process is being improved year after year.
Apart from the internal business risks, your Company is exposed to external risks on account of interest
rate, foreign exchange, commodity pricing and regulatory changes, which are being effectively monitored
and mitigated.
Foreign Exchange Risk
Your Company is exposed to fluctuations in exchange rates of Indian Rupee, US Dollar, Japanese Yen, British
Pound, Euro, Canadian Dollar and Australian Dollar, due to revenues earned or expenditure incurred in such
currencies. Additionally, debt portfolio of your Company includes a mix of foreign currency and rupee
denominated debt, which carry risk of movements in foreign currencies against Indian Rupee. Your Company
uses various tools such as forward contracts to periodically hedge currency risk in accordance with its foreign
exchange risk management policy.
Interest Rate Risk
Your Company has a mixed basket of fixed and floating rate borrowings. Your Company continuously monitors
its interest rate exposures and enters into currency and interest rate swap contracts to manage interest rate
risk from time to time.
Commodity Price Risk
Your Company is exposed to the risk of fluctuation in the prices of raw materials as well as finished goods in all
its products. However, the risk is mitigated well considering the inventory levels and normal correlation in the
prices of raw materials and finished goods.
(30)
CONCLUSION
In line with its vision, your Company has designed for itself a well-diversified and balanced portfolio of ‘Value’
and ‘Growth’ businesses. Most of the ‘Growth’ businesses are operating in the investment phase which has
caused strain on profitability in the short term. Your Company is dedicated to ensure that ongoing growing
initiatives achieve profitability faster. Given the strategic thrust over achieving identified distinct vision in each
of the businesses, your Company is set to emerge stronger in the long run.
CAUTIONARY STATEMENT
Statements in this ‘Management’s Discussion and Analysis’ describing the Company’s objectives, projections, estimates,
expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied. Important factors that could
make a difference to the Company’s operations include global and Indian demand supply conditions, finished goods
prices, feed stock availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in
the Government regulations, tax regimes, economic developments within India and the countries within which the
Company conducts business and other factors such as litigation and labour negotiations.
(31)
macro level, our governance philosophy rests on five basic tenets, viz., Board accountability to the Company
and shareholders, strategic guidance and effective monitoring by the Board, protection of minority interests
and rights, equitable treatment of all shareholders as well as superior transparency and timely disclosure.
In line with this philosophy, Aditya Birla Nuvo Limited, one of the flagship Companies of the Aditya Birla
Group, is striving for excellence through adoption of best governance and disclosure practices. The Company,
as a continuous process, strengthens the quality of disclosures, on the Board composition and its functioning,
remunerations paid and level of compliance with various Corporate Governance Codes.
Compliance with Corporate Governance Guidelines
The Company is compliant with the requirements of the prevailing and applicable corporate governance
code and is committed to ensure compliance with any proposals for modifications, well ahead of their
implementation timelines. Your Company’s compliance with requirements is presented in the subsequent
sections of this Report.
I. BOARD OF DIRECTORS
Composition of the Board:
The Company has a balanced Board, comprising Executive and Non-Executive Directors which includes
independent professionals. Clause 49 of Listing Agreement as amended in April 2008, requires that if the
non-executive Chairman of a company is a promoter, then at least half of the board of directors of such
company should consist of independent directors.
We are compliant with the above requirement of Clause 49 of the Listing Agreement as 7 out of 14
Directors of the Company are independent directors as on March 31, 2009.
None of the Directors on the Board is a Member of more than 10 Committees or a Chairman of more
than 5 Committees (as specified in Clause 49), across all the Companies in which he/she is a Director. The
necessary disclosures regarding Committee positions have been made by the Directors.
The details of the directors with regards to their category, other Indian directorships (other than Section
25 Companies), positions in either Audit Committee and/or Shareholders’/ Investors’ Grievance Committee
as well as attendance at Board Meeting/Annual General Meeting are as follows:
Director Category No. of Outside Outside Committee No. of Board Attended
Directorship(s) Positions Meetings Last
Held Held1 AGM
Public Private Member Chairman/ Held Attended
Chairperson
Mr. Kumar Mangalam Birla Non-Executive 9 13 - - 5 5 No
Mrs. Rajashree Birla Non-Executive 6 12 - - 5 4 No
Mr. H. J. Vaidya Independent - - - - 5 5 No
Mr. B. L. Shah Non-Executive 2 1 - - 5 5 Yes
Mr. P. Murari Independent 14 - 4 - 5 2 Yes
Mr. B. R. Gupta Independent 4 - - 4 5 4 No
Ms. Tarjani Vakil Independent 5 2 3 3 5 5 Yes
Mr. Vikram Rao@ Whole–time Director - - - - 5 3 No
Mr. S. C. Bhargava Independent 13 1 5 1 5 4 No
(32)
Code of Conduct:
The Company’s Board of Directors play primary role in ensuring good governance and functioning of the
Company. The Board of Directors have laid down a Code of Conduct (copy available on Company’s website)
applicable to all Board Members and Senior Executives of the Company. A declaration by Managing Director
affirming the compliance of the Code of Conduct by Board Members and Senior Management Executives is
annexed at the end of the report.
II. AUDIT COMMITTEE
The Company has an Audit Committee at the Board level with the powers and the role that are in
accordance with Clause 49 of the Listing Agreement. The Committee acts as a link between the
management, the statutory and internal auditors and the Board of Directors and oversees the financial
reporting process. All the members of the Company’s Audit Committee are Independent Directors. During
the year, the Audit Committee met 6 times to deliberate on various matters, and details of the attendance
of the Committee members are as follows:
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(34)
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Others
Mr. Kumar Mangalam Birla — — 1,00,000
Mrs. Rajashree Birla — — 80,000
Mr. H.J. Vaidya — — 1,00,000
Mr. B.L. Shah — — 1,20,000
Mr. P. Murari — — 1,00,000
Mr. B.R. Gupta — — 2,00,000
Ms. Tarjani Vakil — — 2,40,000
Mr. S.C. Bhargava — — 80,000
Mr. G.P. Gupta — — 2,20,000
Mr. Arun Maira — — 20,000
Notes:
1. No Director is related to any other Director on the Board, except for Mr. Kumar Mangalam Birla and
Mrs. Rajashree Birla, who are son & mother respectively.
2. The Company has a policy of not advancing any loans to its Directors except to Executive Directors in the
course of normal employment.
3. The appointment of Managing/Whole-time Directors is subject to termination by three months notice in
writing by either side.
# Remuneration relates to the part of the year.
Employee Stock Option Scheme – 2006:
In accordance with the applicable SEBI Guidelines, ESOS Compensation Committee of the Board of Directors
of the Company, on 23rd August, 2007, granted 1,63,280 stock options at a price of Rs. 1,180/- per share (1st
Tranche) and on 25th January, 2008, granted 1,66,093 stock options at a price of Rs.1,802/- per share (2nd
Tranche), to the eligible employees including following Whole-time Directors. Each option is convertible into
one equity share of the Company upon vesting/exercise. The exercise price of the option has been determined
in accordance with the relevant SEBI Guidelines. (Refer Annexure ‘A’ to the Directors’ Report).
Details of Stock Options granted to the Directors are as under:
1st Tranche 2nd Tranche
Name of Director No. of Vesting Date/% Exercise No. of Vesting Exercise
Options Period Options Date/% Period
Granted Granted
Dr. Bharat K. Singh 20,200 Within — Within
23.08.08 (25%) 22.08.2013 25.01.09 (25%) 24.01.2014
Mr. K. K. Maheshwari 20,200 Within 43,400 Within
23.08.09 (25%) 22.08.2014 25.01.09 (25%) 24.01.2015
Mr. Adesh Gupta@ 8,420 Within — Within
23.08.10 (25%) 22.08.2015 25.01.09 (25%) 24.01.2016
Dr. Rakesh Jain 13,470 Within — Within
23.08.11 (25%) 22.08.2016 25.01.11 (25%) 24.01.2017
Mr. Vikram Rao* 20,200 43,400
*
Resigned w.e.f. 1st February, 2009.
@
Resigned/Transferred w.e.f. 1st May, 2009.
(36)
The Company Secretary acts as Secretary to the Committee. He is compliance officer of the Company
and also responsible for redressal of investor complaints.
(37)
Details of complaints received, number of shares transferred during the year, time taken for effecting
these transfers and the number of share transfers are given in the Shareholder Information section of
this Annual Report.
V. CEO/CFO CERTIFICATION
The CEO and CFO certification of the financial statements and the cash flow statement for the year is
enclosed separately at the end of the report.
VI. REPORT ON CORPORATE GOVERNANCE
This Corporate Governance Report forms part of the Annual Report. Certificate from the Statutory Auditors
confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement of the Stock Exchanges in India is annexed to the Directors’ Report and forms part of
this Annual Report.
VII. GENERAL BODY MEETINGS
Details of Annual General Meetings:
Location and time, where Annual General Meetings (AGMs) and Extra Ordinary General Meetings (EOGMs)
in the last three years were held:-
Year AGM Location Date Time
2007-08 AGM Regd. Office: Veraval, Gujarat 9th July, 2008 11:00 A.M.
2007-08 EOGM Regd. Office: Veraval, Gujarat 6th February, 2008 11:00 A.M.
2006-07 AGM Regd. Office: Veraval, Gujarat 1st August, 2007 11:00 A.M.
2005-06 AGM Regd. Office: Veraval, Gujarat 17th August, 2006 10:30 A.M.
All the following special resolutions set out in the respective Notices for AGMs and EOGMs held in the
last three years and were passed by the Shareholders:
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Special Resolution approving the increase in 12th December, 3,659 90 5,27,23,518 3,868
Authorised Share Capital of the Company from 2008
Rs. 1,250,000,000 (Rupees One Hundred Twenty- five
Crores) divided into 12,00,00,000 (Twelve Crores)
Equity Shares of Rs. 10/- each and 5,00,000 (Five Lacs)
Redeemable Preference Shares of Rs. 100/- each, to
Rs. 1,800,000,000 (Rupees One Hundred Eighty Crores)
divided into 17,50,00,000 (Seventeen Crores Fifty Lacs)
Equity Shares of Rs. 10/- each and 5,00,000 (Five Lacs)
Redeemable Preference Shares of Rs. 100/- each.
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Special Resolution approving the alteration of 12th December, 3,606 139 5,27,17,565 3,278
Clause V of Memorandum of Association of the 2008
Company for increase in the Authorised Capital
of the Company.
Special Resolution under Section 31 of the 12th December, 3,589 146 5,27,16,281 3,989
Companies Act, for alteration of Articles of 2008
Association of the Company.
Special Resolution for approving re-appointment 12th December, 3,561 178 5,25,08,775 5,597
of Dr. Bharat K. Singh as the “Managing Director” 2008
of the Company for the period of one year
w.e.f. 1st November, 2008.
Mr. Rajendra R. Parmar, Practising Chartered Accountant, Veraval, was appointed as Scrutinizer for
conducting the postal ballot voting process for the above resolutions .
The postal ballot process was undertaken in accordance with the provisions of Section 192A of the
Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001.
Any special resolutions which are required to be conducted through postal ballot will be conducted as
per prevailing law.
MEANS OF COMMUNCIATION
Quarterly Results:
Newspaper in which normally Financial Results are published in:
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As provided under Clause 49 of the Listing Agreement with the Stock Exchange(s), I hereby declare that all
the Board Members and Senior Management personnel of the Company have affirmed the compliance with
the Code of Conduct for the year ended 31.03.2009.
CEO/CFO CERTIFICATION
The Managing Director and the CFO heading the Finance function have certified to the Board that:
(a) They have reviewed the financial statements and the cash flow statement of Aditya Birla Nuvo Limited
for the year ended 31st March, 2009, and that to the best of their knowledge and belief:
(i) These statements do not contain any material untrue statement or omit any material fact or contain
any statement that might be misleading;
(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance
with the existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the Company during
the year which are fraudulent, illegal or in violation of the Company’s Code of Conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and
they have evaluated the effectiveness of the internal control systems of the Company pertaining to
financial reporting and they have disclosed to the Auditors and the Audit Committee, deficiencies in the
design or operation of internal controls, if any, of which we are aware and the steps we have taken or
proposed to be taken to rectify the deficiencies.
(d) They have indicated to the Auditors and the Audit Committee:
(i) Significant changes in the Company’s internal control over financial reporting during the year;
(ii) Significant changes in accounting policies during the year and that the same have been disclosed in
the notes to the financial statements and
(iii) Instances of significant fraud of which they have become aware and the involvement therein, if any,
of the management or other employees having a significant role in the Company’s internal control
system over financial reporting.
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• Reached out to thousands of villagers at the rural medical camps organised for general health check-ups.
Those afflicted with serious ailments were taken to the Company’s hospitals for treatment.
• At the eye camps conducted by us, 5,557 villagers were examined and treated, of these 948 underwent
cataract surgeries and 284 people were provided with spectacles for better sight.
• In a special drive to treat skin ailments, 248 people were treated at Veraval, 269 people with skin diseases
and 182 physically challenged people were treated and rehabilitated at Jagdishpur.
• More than 3,600 truck drivers, helpers and migrant workers attended programmes organised on HIV/
AIDS awareness.
• Over 30,000 villagers benefited from the special camps organised at Veraval, Renukoot, Gummidipoondi
and Rishra to treat patients suffering from dental problems, tuberculosis, spine and osteoporosis and
other specific health related issues.
Mother and Child Care:
• We administered 33.2 million polio doses to children at Jagdishpur, Gummidipoondi, Veraval, Halol and
Renukoot.
• More than 1,800 couples have taken to planned families as a result of our intensive efforts to promote
responsible parenting.
• At Rishra, 167 children and mothers were given the Hepatitis vaccines, and typhoid vaccines were
administered to 105 children.
Education:
• To encourage the spirit of excellence, 1,424 children from our adopted rural schools were awarded
scholarships.
• Adult Education Centres at Renukoot, Veraval and Gummidipoondi continue to provide informal education
to adults as well as school dropouts to resume mainstream education.
• The Aditya Birla Primary School, run by Hi Tech Carbon Renukoot, helps provide education to
underprivileged children.
• With a special focus on girl child education, several of our units are supporting Kasturba Gandhi Balika
Vidyalayas (KGBV) — residential schools for girls.
• The talent search and recognition programme organised by Indo Gulf drew 1,385 students from different
schools.
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SOCIAL REPORT
SOCIAL REPORT
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SOCIAL REPORT
• Indian Rayon, Veraval’s support to rural balwadis, and teaching aids to schools has benefited 690 children.
Sustainable Livelihood:
• At Jagdishpur, 153 women were trained in the art of zardosi (zari embroidery), and 186 women in
tailoring.
• In the past year, 88 trainees have graduated and 93 rural youth are undergoing training at Birla Shaktiman’s
Vocational Training Centre which provides one-year courses in Cutting and Tailoring, Electrical, Auto
Mechanic and Electronics. So far, a total of 2,494 trainees have completed the course, of whom 80 per
cent are gainfully employed across India and other countries.
• Self-employment opportunities have been created for 619 women through setting up of the nursing
training centres apart from imparting training in various trades like mobile repairs and computers.
SOCIAL REPORT
• To boost agricultural productivity and help farmers reap a rich harvest, various exposure trips and training
programmes were conducted on issues such as high yielding variety seeds, organic farming, vermicompost,
sprinkler technology, fodder management among others, benefiting more than thousand farmers at
Veraval.
• Economic programmes, water conservation and animal husbandry programmes reached out to 9,767
people.
Self Help Groups and Income Generation:
• We linked 344 women through Self Helps Groups (SHGs) this year, empowering them financially and
socially. Today we have over 400 SHGs. Most of these groups have linkages with the economic schemes
of NABARD and the District Industries Centre which encourage employment generation activities.
• The 406 Self Help Groups (SHGs) at Indo Gulf are enabling the empowerment of 2,703 women through
skills training and income generation. Of these, 92 SHGs are engaged in small scale business projects
worth Rs. 244.65 lakhs.
Infrastructure Development:
• One of our model villages at Gummidipoondi has been honoured with the ‘Nirmal Gram Puraskar Award’
for 2008-09 in recognition of its efforts in improving sanitation.
• At Hi Tech Carbon, Renukoot, ponds and check dams were constructed benefiting 900 villagers.
• As part of our water conservation measures rainwater harvesting, farm well recharging and deepening of
wells, is undertaken at several villages.
• To address the drinking water problem in primary school villages, Sarasva, Umrala and Vadodara, a hand
pump pipeline has been installed under the Gujarat Water Supply and Sewage Board. Indian Rayon is
setting up safe drinking water projects under the ‘Swajaldhara Yojana’.
Social Welfare:
• Through mass widow remarriages and awareness camps on issues such as dowry, old age pension,
addiction problems and divorcee rights, we supported more than 1,500 women.
• This year, Indo Gulf, in collaboration with Birla Sun Life Insurance, provided insurance cover of Rs. 1.164
lakhs to the BPL (Below Poverty Line) families, and Rs.1.30 lakhs was paid as death claims.
Our Board of Directors, our Management and all of our employees subscribe to the philosophy of
compassionate care and to the upliftment of our rural societies.
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ENVIRONMENT REPORT
We, as Group, are committed to sustainable development, to meeting the needs of the present without in any
way jeopardizing the welfare of future generations. Our business strategies consciously factor environment
conservation as a major principle. Your Company is continually looking for new ways to preserve the
environment and manage resources responsibly.
Your Company has become a member of the American Chemistry Council (ACC) which awards the Responsible
Care® certification. Titled RC-14001, this certification is granted for driving continual improvement in key
areas: community awareness and emergency response, security, employee health and safety, pollution
prevention, process safety, distribution safety and product stewardship. These measures are applicable not
just to the organisation, but the entire supply chain. Already adopted in 53 countries, the Rayon Plant in
Veraval is the first in India to receive the RC-14001 certification.
Your Company’s plants – the Rayon Plant at Veraval, Jaya Shree Textiles at Rishra, the Carbon Black Plants at
Renukoot and Gummidipoondi and Insulator Plants at Rishra and Halol — are all ISO 14000 EMS certified.
ENVIRONMENT REPORT
Your Company’s plants have also received the OHSAS 18001 Certification for Safety Management Systems
and are SA 8000 certified for Social Accountability Standards.
Additionally, the Insulator Division’s Rishra plant is BS EN ISO 14001: 2004, certified by The British Standards
Institution, London. This certification prescribes controls for activities that impact the environment including
the use of natural resources, handling and treatment of waste, and energy consumption. The Insulator plants
are increasingly adopting new technologies, improving product yield and reducing water consumption per
ton of output. Sludge generated from the Effluent Treatment Plant is recycled and sold to cottage industries,
and as raw materials for low tension insulator industries.
An in-depth environmental audit is conducted at your Company’s plants by Professional Environment Auditors,
The Central Salt and Marine Chemical Institute (Bhavnagar) – a Gujarat Pollution Control Board recognized
Institute — GITCO-Ahmedabad and the Bureau of Indian Standards. Their Audit Reports validate our
commitment to environment conservation. Additionally, trained environment systems auditors conduct
periodic checks.
Concerned about the air quality, your Company accords ensures that dust suppression consistently remains
well within the prescribed limits. Air Monitoring Stations are provided, in and around the factory premises, for
measuring SPM and other pollutants.
The Rayon Division’s Caustic Soda Plant at Veraval is rated as a benchmark plant with the lowest rate of solid
waste per ton of production. Sodium sulphide is made from hydrogen sulphide and sodium hypochlorite is
produced from waste chlorine. We use hydrogen gas to produce caustic flakes, which is one of the cleanest
fuels for Flakers Furnace and results in CO2 elimination.
In the area of Solid Waste Management, due care is taken for the utilization of fly ash. We have commissioned
a brick plant and are supplying the fly ash generated to our Group’s cement plant.
A well-equipped laboratory and dedicated Environment Management Centre in the Veraval factory regularly
analyses and monitors the eco-system of the complex.
Apart from the regular environment management best practices being followed, the Rayon Division is
monitoring carbon dioxide emissions and has already initiated steps to reduce CO2 emissions in the
atmosphere as per the Kyto-Protocol signed by India.
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ENVIRONMENT REPORT
The Rayon Plant at Veraval has won the coveted ‘GreenTech Environment Excellence Gold Award 2008’ for
outstanding achievement in the chemical sector. Indian Rayon has also been honoured with a special award
- ‘Green Edge Award 2008’ - in recognition of its efforts in leveraging Information Technology to safeguard
the environment. Its IT initiatives have seen a reduction in paper and power consumption.
The Rayon Division has obtained Environment Clearance for its Expansion Project for Viscose Filament Yarn
(1,650 MTPM), Caustic Soda Plant (400 TPD) and other related by products from the Ministry of Environment
and Forest, New Delhi.
At your Company’s Fertiliser Division, innovative mechanisms for environment protection are well in place.
Process optimization, water conservation projects and using recycled treated effluent has substantially lowered
the plant’s water consumption. The Plant’s water consumption level is comparable to world class Urea fertilizer
plants globally. The Energy and Resources Institute (TERI) has conferred a Certificate of Appreciation in
recognition of this division’s efforts in environment management and innovative initiatives. Indo Gulf Fertilisers
ENVIRONMENT REPORT
is constantly earning carbon credits from its CDM (Clean Development Mechanism) projects.
Our rain-water harvesting projects are well on track, and have been extended to our townships as well.
Several water bodies in the catchment areas for rain-water storage and ground water recharging have been
created. There is an additional upside as these projects help provide water to communities that live close to
our plants.
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SHAREHOLDER INFORMATION
1. Annual General Meeting
Date and Time : 10th July, 2009 at 11.00 a.m.
Venue : Registered Office i.e.
Indian Rayon Compound,
Veraval - 362 266,
Gujarat, India.
2. Financial Calendar:
Financial reporting for the quarter ending June 30, 2009 : End of July, 2009
Financial reporting for the half year ending September 30, 2009 : End of October, 2009
Financial reporting for the quarter ending December 31, 2009 : End of January, 2010
Financial reporting for the year ending March 31, 2010 : End of April, 2010
Annual General Meeting for the year ended March 31, 2010 : July/August, 2010
SHAREHOLDER INFORMATION
5a. Registered Office : Indian Rayon Compound,
Veraval – 362 266,
Gujarat, India.
Tel: (02876) 245711/248401
Fax: (02876) 243220
Email: [email protected]
5b. Website : http://www.adityabirlanuvo.com
http://www.adityabirla.com
6a. Listing on Stock Exchanges at:
Note: Listing Fees has been paid to all the Stock Exchanges as per their schedule.
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SHAREHOLDER INFORMATION
6c. Domestic Custodian of GDRs: ICICI Bank Limited
Securities Market Services
F7/E7, 1st Floor, 414,
Senapati Bapat Marg,
Lower Parel,
Mumbai - 400 013.
Ph: (+91-22) 2490 6882
Fax: (+91-22) 2492 3443
7. Stock Code:
Stock Code Reuters Bloomberg
Bombay Stock Exchange 500303 ABRL.BO ABNL IN
National Stock Exchange ABIRLANUVO ABRL.NS NABNL IN
Global Depository Receipts IRYN.LU IRIG LX
(GDRs)
ISIN No. of Equity Shares INE069A01017
SHAREHOLDER INFORMATION
May-08 1635.00 1400.00 1432.95 40222.30 1690.00 1402.05 1434.30 105440.15 37.17 34.1 34.2
Jun-08 1445.00 1155.00 1180.40 31727.62 1448.00 1162.95 1191.50 124066.71 33.99 27.46 27.46
Jul-08 1336.00 1035.00 1324.40 32297.35 1348.00 1035.00 1327.30 97575.26 30.59 24.27 30.59
Aug-08 1422.00 1199.00 1310.00 11263.10 1425.00 1232.00 1305.00 44225.35 33.29 29.27 30.5
Sep-08 1314.00 840.00 929.20 15834.62 1313.90 841.30 935.50 90243.24 29.21 19.8 20.21
Oct-08 990.00 423.00 549.45 41885.10 991.90 422.00 544.20 132095.65 20.99 9.15 11.12
Nov-08 659.40 421.00 481.50 84143.00 670.00 422.55 482.50 85635.61 13.77 8.51 9.1
Dec-08 610.05 465.00 574.65 15242.76 614.65 473.05 574.70 65121.86 12.34 9.59 12.34
Jan-09 625.00 450.00 470.45 20136.00 624.00 456.00 469.00 55427.60 12.4 9.66 9.66
Feb-09 485.00 405.10 416.35 19236.32 498.00 406.00 415.80 55963.53 9.8 8.06 8.06
Mar-09 461.85 330.25 444.20 50990.10 463.80 335.00 444.95 133955.05 8.89 6.56 8.76
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SHAREHOLDER INFORMATION
9. Stock Performance over the past few years:
Absolute Return (In %) Annualised Returns (In %)
(In Percentage) 1 Year 5 Years (In Percentage) 1 Year 5 Years
ADITYA BIRLA NUVO -68.13% 136.11% ADITYA BIRLA NUVO -68.13% 18.75%
BSE Sensex -37.94% 73.66% BSE Sensex -37.94% 11.67%
NSE Nifty -36.19% 70.49% NSE Nifty -36.19% 11.26%
SHAREHOLDER INFORMATION
Gujarat, India.
Tel: (02876) 245711/248401
Fax: (02876) 243220
E-mail: [email protected]
11. Share Transfer System : Share transfers in physical form are registered normally within 2-3
days from the date of receipt, provided that the documents are clear
in all respects.
Investor Relations & Finance Committee of the Board consider and
approve transfer above 5,000 shares under one transfer deed. Further,
certain officers of the Company have been authorised to approve
transfers upto 5,000 shares under one transfer deed.
The total number of shares transferred in physical form during the
year was 55,445 (Previous Year: 81,981). Majority of transfers were
completed within 2-3 days from the date of receipt.
2008-09 2007-08
Transfer No. of No. of % Cumulative No. of No. of % Cumulative
Period Transfers Shares Total Transfers Shares Total
(in days) % %
1–5 1,021 46,577 87.94 87.94 1,849 66,000 82.28 82.28
6-10 24 2,155 2.07 90.01 173 3,816 7.70 89.98
11-15 22 1,640 1.89 91.90 19 592 0.85 90.83
16-20 44 1,864 3.79 95.69 53 1,636 2.36 93.19
21-30 50 3,209 4.31 100.00 153 9,937 6.81 100.00
30 and above — — — — — — — —
TOTAL 1,161 55,445 100.00 — 2,247 81,981 100.00 —
Number of pending Share Transfers as on 31.03.2009 : NIL.
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SHAREHOLDER INFORMATION
12. Investor Services :
(a) The Share Department of the Company has been accredited with ISO 9001:2000 Certification for
providing Investor and Secretarial Services by KPMG, Quality Registrar, Mumbai, with effect from
August 24, 2007, for a period of three years. This Certification testifies the standards that the Company’s
Investor Services has achieved in complying with statutory and regulatory requirements and
redressing investor grievances.
4) Demat – Remat 6 6 11 11
5) Rights Issue related 4 4 804 796
6) Others 5 5 6 6
Total 56 56 930 922
(c) Legal proceedings on share transfer issues, if any: There are no major legal proceedings relating to
transfer of shares.
13 . Distribution of Shareholding as on 31st March:
201 – 500 10,528 6.77 32,38,229 3.41 10,612 6.85 32,62,251 3.43
10001 & above 208 0.13 8,00,31,617 84.24 280 0.18 7,94,07,805 83.58
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SHAREHOLDER INFORMATION
14. Categories of Shareholding as on 31st March:
Category 2009 2008
No. of % of No. of Shares % of No. of Share- % of No. of Shares % of
Share- Share- Held Share- holders Share- Held Share-
holders holders holding holders holding
Promoters & 21 0.01 3,94,44,787 41.52 21 0.01 3,81,49,751 40.15
Promoter Group
UTI and other 88 0.06 44,14,293 4.65 145 0.09 82,50,538 8.68
Mutual Funds
SHAREHOLDER INFORMATION
GDRs 3 0.00 32,77,725 3.45 3 0.00 32,93,392 3.47
Other Corporates 1,767 1.14 23,90,139 2.52 1,875 1.21 29,45,954 3.10
15. Dematerialisation of : The shares of the Company are required to be compulsorily traded
Shares and Liquidity in the dematerialised form. The shares of the Company are admitted
for trading under both the Depository Systems in India – NSDL and
CDSL. The International Securities Identification Number (ISIN)
allotted to the Company’s Shares under the Depository System is
INE069A01017. A total of 90,808,031 Shares of the Company
constituting 95.58% of the Issued and Subscribed Share Capital were
dematerialised as on 31st March, 2009.
16. Outstanding GDR/Warrants : Outstanding GDRs as on 31st March, 2009, are 32,77,725 amounting
and Convertible Bonds, to 3.45% of outstanding paid-up equity capital of the Company.
Conversion date and likely Each GDR represents one underlying Equity Share. The Company has
impact on Equity also issued and allotted 2,05,00,000 warrants on preferential basis to
the Promoter and Promoter Group Companies. These warrants, entitle
the holder thereof to apply for and obtain allotment of one equity
shares of the face value of Rs.10/- each at a premium of Rs. 1,997.45
per share within a period of 18 months from the date of allotment.
Out of the said 2,05,00,000 warrants, 17,00,000 warrants were
converted into Equity Shares on exercise of option by the two
allottees . No further options for conversion of warrants into Equity
Shares were exercised during the year.
Total 1,88,00,000 Warrants are outstanding as on 31st March, 2009.
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SHAREHOLDER INFORMATION
Insulator Plants:
P.O. Meghasar, Taluka: Halol, P.O. Prabhas Nagar, Rishra,
Dist. Panchmahal, Gujarat – 389330. Dist. Hoogly 712 249, West Bengal.
Phone: (02676) 221002 Phone:(033) 26723535
Fax: (02676) 223375 Fax: (033) 26722705
Email: [email protected] E-mail: [email protected]
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SHAREHOLDER INFORMATION
18. Investor Correspondence:
Other than Secretarial Matters: Investor Relations Cell,
Aditya Birla Nuvo Limited,
Corporate Finance Division,
A-4, Aditya Birla Centre, 4th Floor,
S. K. Ahire Marg, Worli,
Mumbai 400 030.
Phone: (022) 6652 5000/2499 5000
Fax: (022) 6652 5821/2499 5821
E-Mail: [email protected]
SHAREHOLDER INFORMATION
Corporate Office:
A-4, Aditya Birla Centre,
S.K. Ahire Marg, Worli, Mumbai 400 030.
Phone: (022) 6652 5585
Fax: (022) 6652 5821/2499 5821
E-mail: [email protected]
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SHAREHOLDER INFORMATION
20. Investor Services:
1 Equity shares of the Company are under compulsory demat trading by all investors, with effect from
5th April, 1999. Considering the advantages of scripless trading, shareholders are requested in their
own interest to consider demateralisation of their shareholding so as to avoid inconvenience in
future.
2 Shareholders/Beneficial Owners are requested to quote their Folio No./DP & Client ID Nos., as the
case may be, in all correspondence with the Company. All correspondences regarding securities of
the Company should be addressed to the Investor Service Centre of the Company situated at the
Registered Office of the Company at Indian Rayon Compound, Veraval. Company has also designated
an exclusive email ID [email protected] for effective investors’ services where they can
register their complaint/queries and requests for speedy and prompt redressal/communication.
3 Shareholders holding shares in physical form are requested to notify to the Company, change in
their address/Pin Code number with proof of address and Bank Account details promptly by written
request under the signatures of sole/first joint holder. Beneficial Owners of shares in demat form are
requested to send their instructions regarding change of name, bank details, nomination, power of
attorney, etc., directly to their DP.
4. To prevent fraudulent encashment of dividend warrants, members are requested to provide their
SHAREHOLDER INFORMATION
Bank Account details (if not provided earlier) to the Company (if shares are held in physical form) or
to DP (if shares are held in demat form), as the case may be, for printing of the same on their
dividend warrants.
5. Non-resident members are requested to immediately notify the following to the Company in respect
of shares held in physical form and to their DPs in respect of shares held in dematerialised form:
• Indian address for sending all communications, if not provided so far;
• Change in their residential status on return to India for permanent settlement;
• Particulars of the Bank Account maintained with a bank in India, if not furnished earlier; and
• Email ID and Fax No(s), if any.
6. For expeditious transfer of shares in physical form, shareholders should fill in complete and correct
particulars in the transfer deed. Wherever applicable, registration number of Power of Attorney
should also be quoted in the transfer deed at the appropriate place.
7. Shareholders are requested to keep record of their specimen signature before lodgement of shares
with, Company to obviate the possibility of difference in signature at a later date.
8. Shareholders of the Company who have multiple accounts in identical name(s) or holding more
than one Share Certificate in the same name under different Ledger Folio(s) are requested to apply
for consolidation of such Folio(s) and send the relevant Share Certificates to the Company.
9. Section 109A of the Companies Act, 1956 extends nomination facility to individuals holding shares
in physical form in companies. Shareholders, in particular, those holding shares in single name, may
avail the above facility by furnishing the particulars of their nominations in the prescribed Nomination
Form, which can be downloaded from the website of the Company or obtained from the Investor
Service Centre of the Company by sending written request through any mode including e-mail on
[email protected]
10. Shareholders are requested to visit the Company’s website www.adityabirlanuvo.com for -
• Information on investor services offered by the Company.
• Downloading of various forms/formats, viz., Nomination Form, ECS Mandate Form, Indemnity,
Affidavits, etc.
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09/vk28-5/30-5\Sagam\3-6
DIRECTORS’ REPORT TO THE SHAREHOLDERS
Dear Shareholders,
We are pleased to present the 52nd Annual Report together with the audited accounts of your Company for
the financial year ended 31st March, 2009.
Financial year 2008-09 proved to be a challenging one for the corporate world. The economies across the
globe experienced demand slowdown and liquidity crunch which led to sharp volatility in the financial
markets as well as commodity prices. The impact on Indian industry was visible in the second half of the
financial year.
Even under this testing scenario, ‘Value’ businesses of your Company, combined together, have
maintained their operating profits despite the Carbon Black business being impacted severely by
unprecedented volatility in crude oil prices. The Fertilisers business achieved its highest ever profitability.
The Rayon, Insulators and Textiles businesses posted satisfactory results despite higher input and fuel costs
prevailing during the major part of the year and the slowdown in the textiles industry.
The Telecom and Financial Services, the key ‘Growth’ Businesses have outperformed industry and
enhanced market share supported by strategic initiatives taken. These businesses together account for
over 50% of your Company’s consolidated revenues.
The Telecom business doubled its operating service areas from 8 to 16 in just three years span. In last one
year itself, Idea Cellular Limited (“Idea”) added five new service areas with a clear focus to become a Pan India
player.
As a result, subscribers’ base increased from 24 million to 43.02 million with an improved all India market
share at 11% compared to 9.2% one year ago.
Cash inflows from TMI and Providence deals made Idea an almost debt free company, which will cushion
financing of its expansion plans going forward.
DIRECTORS’ REPORT
In the Financial Services businesses, the thrust on expanding customer reach and launching innovative
products has helped gain significant market share amidst slowdown woes.
Birla Sun Life Insurance Company Limited improved its market share from 6.6% to 9% supported by 44%
growth in new business premium while industry de-grew by 3%.
Birla Sun Life Asset Management Company Limited enhanced its market share from 6.8% to 9.5%, growing
by 31% in terms of average domestic AUM while industry de-grew by 7%.
Your Company has entered new business segments in the financial services space with a vision to
become a leader and role model in the financial services sector with a broad-based and integrated
business.
Your Company acquired 76% stake in Apollo Sindhoori Capital Investments Ltd. (“ASCIL”) - a retail broking
company and bought balance 50.01% shareholding in Birla Sun Life Distribution Company Limited
(“BSDL”). The large customer base of ASCIL offers a huge opportunity to derive synergies through cross
selling. Besides, nation-wide network of ASCIL and BSDL will be leveraged as a common distribution
platform offering a bouquet of financial products and services.
In the BPO business, revenues growth in the ‘North America’ region was impaired in the second half of the
year due to global slowdown. The business initiated site rationalisation and cost control measures to reduce
the impact. As a result, the business remained positive at EBITDA level despite site closure costs, forex loss
and higher manpower costs.
In the Garments business, while expansion of retail space supported growth in revenues, bottom-line was
impacted due to new store openings and launch of new concepts ‘The Collective’ and ‘Peter England People’.
Garments exports business suffered lower capacity utilisation and forex loss due to weak order flow and
cancellation of few orders led by global slowdown. Substantial restructuring and cost control measures are
being pursued to curtail losses and bring back profitability.
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DIRECTORS’ REPORT TO THE SHAREHOLDERS
FINANCIAL PERFORMANCE
Your Company’s consolidated net income from operations grew by 15% from Rs. 11,861.1 Crores to
Rs. 13,643.2 Crores supported by the Life Insurance, Telecom, Fertilisers, Carbon Black and Garments businesses.
Afore-mentioned key strategic initiatives pushed up the consolidated revenues of your Company though
with initial strain on profitability. The growing size of new business premium in the Life Insurance business
pulled down consolidated profitability. One-time aberration in the Carbon Black business, start-up costs
incurred for the launch of new apparel retail stores and loss incurred in the BPO business also impacted
bottom line. As a result, your Company reported a consolidated net loss of Rs. 430.5 Crores against a net
profit of Rs. 150.8 Crores achieved last year.
The standalone net income from operations of your Company grew by 21% from Rs. 3,953.1 Crores to
Rs. 4,786.2 Crores supported by the Fertilisers, Carbon Black and Branded Garments businesses. However, the
standalone net profit de-grew from Rs. 243.1 Crores to Rs. 137.4 Crores, largely due to lower profitability in
the Carbon Black and the Branded Garments businesses besides higher interest costs on borrowings taken
primarily to fund capital expenditure requirements of the standalone businesses, acquisition of ASCIL and
capital infusion in the Life Insurance business.
The afore-mentioned initiatives will lay a strong foundation for future growth of your Company and pay back
well in the long run. However, to mitigate the short term effects of the slowdown, your Company has initiated
various measures in the areas of capital expenditure rationalisation, working capital management, cost control
and asset sweating.
The business-wise performance review, outlook and strategy have been spelt out in depth in the Management
Discussion and Analysis section, which forms part of this Annual Report.
FINANCIAL PERFORMANCE
Rs. Crores
DIRECTORS’ REPORT
On Consolidated On Standalone
Current Previous Current Previous
Year Ended Year Ended Year Ended Year Ended
31.03.2009 31.03.2008 31.03.2009 31.03.2008
Profit before Depreciation/Amortisation and Tax 148.35 676.24 328.26 454.93
Depreciation and Amortisation 695.94 524.94 165.96 141.10
Profit/(Loss) before Exceptional Items and Tax (547.59) 151.30 162.30 313.83
Exceptional Gain/(Loss) (2.23) 0.73 — 0.73
Profit/(Loss) before Tax (549.82) 152.03 162.30 314.56
Provision for Taxation (Net) 75.29 125.86 24.87 71.49
Net Profit/(Loss) before Minority Interest (625.11) 26.17 137.43 243.07
Minority Interest in the Loss of Consolidated
Subsidiaries (194.59) (124.61) — —
Net Profit/(Loss) (430.52) 150.78 137.43 243.07
Balance Brought Forward (642.48) (565.84) 21.06 16.90
Amount Transferred on change in
stake in Subsidiaries/Joint Ventures 50.37 18.41 — —
Profit Available for Appropriation (1,022.63) (396.65) 158.49 259.97
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DIRECTORS’ REPORT TO THE SHAREHOLDERS
Rs. Crores
On Consolidated Basis On Standalone Basis
Current Previous Current Previous
Year Ended Year Ended Year Ended Year Ended
31.03.2009 31.03.2008 31.03.2009 31.03.2008
Appropriations:
Proposed/Interim Dividend 41.01 56.28 38.00 54.63
Corporate Tax on Dividend 7.18 9.58 4.43 9.28
General Reserve 13.75 175.00 13.75 175.00
Debenture Redemption Reserve 16.28 — 16.28 —
Special Reserve 6.55 4.97 — —
Surplus/(Deficit) Carried to Balance Sheet (1,107.40) (642.48) 86.03 21.06
Total (1,022.63) (396.65) 158.49 259.97
Exceptional Items
VRS Expenses (1.18) — — —
Gain/(Loss) on Sale of Undertaking/Subsidiary (1.05) 0.73 — 0.73
Exceptional Gain/(Loss) (2.23) 0.73 — 0.73
DIRECTORS’ REPORT
DIVIDEND
Your Directors recommend for your consideration a dividend of Rs. 4/- per Equity Share of Rs. 10/- for the year
ended 31st March, 2009.
The final outgo on dividend is as under :
Rs. Crores
Current Year Previous Year
On 9,50,09,290, fully paid-up Equity Shares of Rs. 10/- each, 38.00 —
@ Rs. 4.00/- per share.
(Previous Year: Final dividend on 9,50,08,050 fully paid-up
Equity Shares of Rs. 10/- each @ Rs. 5.75/- per Share) — 54.63
Corporate Dividend Tax 4.43 9.28
FINANCE
Your Company raised long-term loan aggregating to Rs. 259.8 Crores by way of foreign currency borrowings,
Rs. 500 Crores by way of Non-Convertible Debentures and Rs. 220 Crores by way of Rupee loan.
Term Loan aggregating to Rs. 185.7 Crores were repaid during the year.
HUMAN RESOURCES
Your Company, believes that our people give us our competitive edge. So business priorities are aligned with
the aspirations of employees, culminating in the development of an empowered and responsive human
capital. Our work environment encourages innovation and creativity and promotes a culture that facilitates
entrepreneurial activity within the organization.
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DIRECTORS’ REPORT TO THE SHAREHOLDERS
Through our strong Employer Brand, we were able to attract more than 300 employees to the Company who
have become part of our competent and committed workforce.
Your Company’s Fertilisers Division, Indo Gulf Fertilisers, Jagdishpur (IGF) and Insulator Division Aditya Birla
Insulators, Rishra (ABI, Rishra) have entered into Long Term wage agreements.
For the first time, IGF’s Wage Agreement clubs 3 separate and different settlements into one single agreement
that will be in operation for a period of 4 years i.e. 31.03.2012.
ABI, Rishra, inked a productivity linked long term agreement for 5 years with six recognized trade unions at a
bilateral level without any loss of man days.
Your Company continued to support learning and development initiatives to enhance the functional as well
as the behavioural competencies of our people. At ‘Gyanodaya’ - The Aditya Birla Institute of Management
Learning, over 210 executives were enlisted for various high quality learning interventions. These programs
supplemented with a combination of developmental assignments, classroom and web based training, have
enabled our people to continuously learn, develop and grow.
Our performance management system is primarily based on competencies and values. We closely monitor
growth and development of talent in your Company, to align personal aspirations with the organisational
purpose.
CONSOLDATED FINANCIAL RESULTS
Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the
Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of
Chartered Accountants of India, are attached for your reference.
CORPORATE GOVERNANCE
Your Directors reaffirm their commitment to good corporate governance practices and adheres to all the
DIRECTORS’ REPORT
SUBSIDIARY COMPANIES
During the year, the following companies became subsidiaries of the Company:
1) Aditya Birla Financial Services Private Ltd.,
2) Aditya Birla Capital Advisors Private Ltd.,
3) Aditya Birla Securities Private Ltd.,
4) Aditya Birla Customer Services Private Ltd.,
5) Aditya Birla Shared Financial Services Ltd.,
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DIRECTORS’ REPORT TO THE SHAREHOLDERS
6) Apollo Sindhoori Capital Investments Ltd.,
7) Apollo Sindhoori Commodities Trading Ltd.,
8) Birla Sun Life Distribution Company Ltd. and
9) BSDL Insurance Advisory Services Ltd.
During the year, Aditya Birla Securities Private Ltd. and BGFL Corporate Finance Private Ltd. ceased to be
subsidiaries of your Company.
To provide a brand image of the Group in the retail business, the name of Crafted Clothing Private Ltd. has
been changed to MG Lifestyle Clothing Company Private Ltd. and Minacs Worldwide Inc. was changed to
Aditya Birla Minacs Worldwide Inc.
The Company has made an application to the Central Government for seeking exemption under Section
212(8) of the Companies Act, 1956, from attaching a copy of the Balance Sheet, Profit and Loss Account,
Report of the Board of Directors and the report of the Auditors of all the subsidiary companies, which will not
be attached with the financial statements of your Company. However, these documents will be made available
to the investors of the Company and of the subsidiary companies, who seek such information at any point of
time. The Annual Accounts of the subsidiary companies are open for inspection by any investor at the
Registered Office of the Company and of the concerned subsidiary Company. Any shareholder of the Company,
who wishes to obtain a copy of the said documents of any of the subsidiary companies, may send a request
in writing to the Company Secretary at the Registered Office of the Company so that the needful can be
done.
As mentioned last year, in terms of ESOS - 2006, the ESOS Compensation Committee had granted 3,29,373
Stock Options to the Whole-time Directors and employees, including 10,770 Options to some employees of
DIRECTORS’ REPORT
the Subsidiary Companies, in two tranches. Out of the total options granted, 20,190 and 43,400 options
lapsed out of the options granted in first and second tranche respectively. As on 31st March, 2009, 2,65,783
options are outstanding, which are convertible into shares on exercise of option for conversion as per schedule
of vesting.
Details of the options issued under ESOS - 2006, as also the disclosures in compliance with Clause 12 of
Securities and Exchange Board of India (Employees Stock Option Scheme) Guidelines, 1999, are set out in the
Annexure B to this Report
FIXED DEPOSITS
Your Company was accepting fixed deposits from the employees. During the year, acceptance of such fixed
deposits has been discontinued from January 2009 onwards. The total outstanding deposits are Rs. 3.51
Crores as at 31st March, 2009.
The erstwhile Birla Global Finance Ltd. (since amalgamated with the Company) had accepted deposits from
the public till 24th July, 2000. Of the total matured fixed deposits, as on 31st March, 2009, there were unclaimed
fixed deposits of Rs. 4.66 lacs. These unclaimed deposits are kept in a separate earmarked bank account.
In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of Employees)
Rules, 1975, the names and other particulars of employees are to be set out in the Directors’ Report, as an
addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
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DIRECTORS’ REPORT TO THE SHAREHOLDERS
Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid
information about the employees. Any member, who is interested in obtaining such particulars about
employees, may write to the Company Secretary at the Registered Office of the Company.
DIRECTORS
Following are the changes in the Directorate of the Company:-
■ Mr. Arun Maira was appointed on the Board of the Company as an Additional and Independent Director,
at the Board Meeting held on 4th August, 2008. Dr. Bharat K. Singh was re-appointed as Managing Director
of the Company for a term of 1 year expiring on 31st October, 2009. He has expressed his desire to retire
from the service on 30th June, 2009.
■ Dr. Rakesh Jain, Whole-time Director of the Company was re-designated as the Joint Managing Director
w.e.f. 17th December, 2008. The Board has re-appointed Dr. Rakesh Jain as Managing Director of the
Company w.e.f. 1st July, 2009, on retirement of Dr. Singh.
■ Mr. Vikram Rao and Mr. Adesh Gupta, Whole-time Directors of the Company resigned w.e.f. 1st February,
2009 and 28th April, 2009, respectively.
■ Mr. Pranab Barua has been appointed as Whole-time Director of the Company in place of Mr. Vikram Rao.
The Board places on record its sincere appreciation of the valuable services rendered by Dr. Bharat K. Singh as
Managing Director and Mr. Vikram Rao and Mr. Adesh Gupta as Whole-time Director(s) of the Company
during their tenure.
Mr. Kumar Mangalam Birla, Mr. B.L. Shah and Mr. B.R. Gupta, retire from office by rotation, and being eligible,
offer themselves for re-appointment at the ensuing Annual General Meeting.
Resolutions seeking your approval for the appointment of Mr. Arun Maira, Dr. Rakesh Jain and Mr. Pranab
Barua have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief
details about them.
DIRECTORS’ REPORT
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DIRECTORS’ REPORT TO THE SHAREHOLDERS
● MADURA GARMENTS DIVISION
■ THE “Global Youth Marketing Award” for Most Admired Youth Women’s Wear Brand for Van Heusen.
■ Clothing Manufacturers’ Association of India Awards:
“Allen Solly” was adjudged as the Best Women’s Wear Brand under Western Wear category.
Madura Garments — Most Admired Company of the Year.
Madura Garments — Clothing Company of the Year.
■ Images Fashion Awards:
“Louis Philippe” was adjudged as the Most Admired Wrinkle Free Brand.
“The Collective” was adjudged as the Most Admired Fashion Concept.
“Allen Solly” was adjudged as the Most Admired Men’s Wear Brand.
“Van Heusen” was adjudged as the Most Admired Women’s Wear Brand.
● INDO-GULF FERTILISERS
■ ISO/IEC 27001: 2005 Certificate for Effective Management Information Security in overall operations.
● INSULATORS DIVISION
■ The Golden Peacock Environment Management Award-2008 in Environment Category awarded by
Institute of Directors.
■ IMC Ramakrishna Bajaj National Quality Award-2008 in Quality Management Category awarded by
Indian Merchants Chambers.
■ “Excellent and Distinguished” Category Award-2008 in Quality Management at National Convention
on Quality Circle (NCQC) awarded by Quality Circle Forum of India (GCFI).
DIRECTORS’ REPORT
■ ISO 9001: 2000 Certificate for Quality Management System awarded by BSI Management System,
India.
■ ISO 14001: 2004 Certificate for Environmental Management System awarded by BSI Management
Systems, India.
AUDITORS
The observations made in the Auditors’ Report are self-explanatory, and therefore, do not call for any further
comments under Section 217(3) of the Companies Act, 1956.
Your Directors request you to appoint Auditors for the current year as set out in the accompanying notice of
the Annual General Meeting.
APPRECIATION
Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-
operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your
Directors gratefully acknowledge the ongoing co-operation and support provided by Central and State
Governments and all Regulatory bodies.
Your Directors place on record their deep appreciation for the exemplary contribution made by employees at
all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company’s growth.
Mumbai Chairman
28th April, 2009
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ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT
Auditor’s Certificate
To
The Members of Aditya Birla Nuvo Limited
1. We have examined the compliance of conditions of Corporate Governance by Aditya Birla Nuvo Limited
(‘the Company’) for the year ended March 31, 2009, as stipulated in clause 49 of the Listing Agreement of
the Company with Stock Exchanges.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
3. The board of directors did not have the minimum number of independent directors as required by Clause
49I(A)(i) of the Listing Agreement for the period from April 8, 2008 to January 31, 2009.
4. Subject to our comment in paragraph 3, above, 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.
5. 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
April 28, 2009 April 28, 2009
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ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT
Disclosure pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option
Scheme) Guidelines, 1999.
Nature of Disclosure Particulars
a) Options granted 3,29,373
b) The pricing formula Tranche 1:
The exercise price was determined by averaging the daily
closing price of the Company’s equity shares during 7
days immediately preceding the date of grant and
discounting it by 10%. Exercise price - Rs.1,180 per option
Tranche 2:
The exercise price was the closing market price, prior to
the date of grant – Exercise price -Rs.1,802 per option.
c) Options vested 68,976
d) Options exercised NIL
e) The total number of shares arising as a
result of exercise of options NIL
f ) Options lapsed 60,230
g) Variation of terms of options NIL
h) Money realized by exercise of options NIL
i) Total number of options in force 2,65,783
j) Employee wise details of options granted:
DIRECTORS’ REPORT
i) Senior managerial personnel: 1. Mr. Vikram Rao* :- 63,600
2. Dr. Rakesh Jain :- 13,470
3. Mr. K.K.Maheshwari :- 63,600
4. Mr. Adesh Gupta :- 8,420
5. Dr. Bharat K. Singh :- 20,200
* Transferred w.e.f. 1st February, 2009
ii) Any other employee who received
a grant in any one year of option
amounting to 5 % or more of
options granted during that year. NIL
iii) Identified employees who were
granted option, 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. NIL
k) Diluted Earnings Per Share NA
l) Difference between the employee Rs. 6.23 Crs.
compensation cost computed using
the 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.
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ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, and forming part of the Directors’ Report for the year ended
31st March, 2009.
A. CONSERVATION OF ENERGY
a) Energy Conservation Measures Taken:
In line with the Company’s declared commitment towards conservation of natural resources, all
business units have continued with their efforts to improve energy usage efficiencies.
The Company is engaged in the continuous process of energy conservation through improved
operational and maintenance practices.
Steps taken by various divisions of the Company in the direction are as under:
i) Rayon Division
• Connected Coning Machine Motors of Textile Department to Star.
• Modified Cooling Water System to have same cooling effect with reduced consumption of
energy in Cooling Tower.
• Reduced compressed air pressure.
• Stopped loss of conditioned air from Textile Department.
• Reduced the running hours of vapour absorption machines by optimising the process
temperature.
ii) Carbon Black Division
• Replaced single 700KW Process Air Blower (PAB) and single 1000KW PAB with two 700KW
PAB.
DIRECTORS’ REPORT
• Introduced new system of controlling the instrument air pressure.
• Replaced existing mixture with mixture of Weak Base Anion and Strong Base Anion Resin.
• Conserved and Recycled effluent water from Demineralization Plant and Cooling Tower for
plant washing purpose.
iii) Textiles Division
• Installed Variable Frequency Drive for Humidification Tower.
• Installed Condensate Water Recovery System in Process House.
• Installed of New Air Compressor in place of Old inefficient Air Compressor.
iv) Insulators Division
• Replaced existing HP motors with HP motors attached with AC Drives and modified Running
of Agitators and Pressure Switch in Slip House.
• Installed Variable Frequency Drives and implemented timer-based operation of high energy
consuming equipments.
• Fitted Electronics Ballast in tube lights, timers for street lights and Level Controlling Switch.
• Installed AC Drives, Exhaust Fans and Ballast Air Fan at the plant.
• Utilised Hot Air from New Tunnel Kiln to Assembly Booth.
• Optimised the Compressor efficiency for Plant Process Air.
• Converted Kilns from Kerosene Firing and Oil Firing to Coal Gas Firing and to Natural Gas
Firing respectively.
• Replaced tube lights by CFL in staff colony.
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
v) Fertilisers Division
• Initiated Performance Evaluation System for various manufacturing equipments.
b) Additional Investments and Proposals, if any, being implemented for reduction of consumption
of Energy.
i) Rayon Division
• Installation of Variable Frequency Drive in Air-washer fans.
• Installation of Energy Efficient Screw Chiller to stop reciprocating type chillers.
• Installation of energy efficient FRP Fans in place of old/inefficient Cooling Tower Fans.
• Installation of Energy Efficient Pumps in place of old/less efficient Chilled and Cooling Water
Pumps.
• Replacement of Diaphragm Valve with Ball Valve in After Treatment plant.
ii) Carbon Black Division
• Installation of Energy Efficient Lighting.
• Introduction of Zero Water Discharge Project.
iii) Textiles Division
• Conversion of Autoclave from oil to electrical heating system.
iv) Insulators Division
• Installation of Electronic Ballast.
• Installation of timers for controlling running hours of the equipments.
•
DIRECTORS’ REPORT
Installation of AC drives.
• Installation of Recuperator for Heat Recovery.
• Provision for installation of Solar Water Heating System.
• Steps to be taken for rationalisation of motor capacity.
• Undertaking of process of Gas Conversion.
v) Fertilizers Division
• In process of finalising Energy Saving and Techno-Economic viable schemes.
c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent
impact on the cost of production of goods:
The energy conservations measures taken in Rayon Division have resulted in energy saving and
consequent decrease in the cost of production.
The energy conservation measures taken in Carbon Black Division have resulted into energy saving
and consequent reduction in cost of production.
The above measures taken in Insulators Division have resulted into energy saving, reduction in
power consumption and power loss, and consequent reduction in cost of production.
The Energy conservation measures taken by Fertilisers Division have resulted in reducing the energy
consumption in the fertiliser complex. Besides these measures, have led to reduction in consumption
of fossil fuel (natural gas/naphtha) and consequential reduction in CO2 gas emission, a green house
gas, thus abating global warming.
d) Total Energy Consumption and Energy Consumption per Unit of Production as per prescribed
Form – A:
As per annexure attached.
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
B. TECHNOLOGY ABSORPTION
Efforts made in Technology Absorption – as per Form B given below:
Form – B
1. RESEARCH AND DEVELOPMENT
a) Specific areas in which research & development (R&D) is being carried out:
i) Rayon Division
• Introduced Project “Lakshya” to establish capability in terms of plant operations and
fine tuned process parameters to achieve consistent quality.
• Initiated the process of identifying the key technical parameters of different segments
and joint projects with customers to improve upon the intrinsic quality of the yarn.
• Experimented with different recipes for Viscose for improving quality and optimising
composition.
• Enhanced intrinsic properties of the yarn on pilot machine by optimising the spinning
machine configuration.
• Developed mono filament yarn by splitting of multi-filament yarn.
• Low temperature drying by dehumidification of the inlet air in Cake Dryers of After
Treatment Department.
• Installed 6 broken Filament Detector on trial positions on one of the coning machines.
• Recovered Zinc and Sodium Sulphate through Nano Filtration.
ii) Insulators Division
• Focused activities in area of New Product Development (High Rating Product).
DIRECTORS’ REPORT
• Modified several product design.
• Unified body composition of Hollow and Solid Core Products.
• Introduced Pitcher in unified body.
• Developed Special Gaze for reglazing of insulators.
• Developed Cost Effective Commercial Body to cater lower value products.
iii) Fertilisers Division
• Development activities towards Energy Conservation, Waste Recycling, Pollution Control
and Quality Improvement.
• Focused activities in the areas of new Product development, i.e., Zincated, Boronated
and Sulfonated Urea.
b) Benefits derived as a result of the above R & D:
The research and development activities, carried out in Rayon Division, have lead to Improvement
in process and productive capacity, better quality and marketability of products, development
of new range of products, value addition in the existing products, enhancement of product
range, reduced effluent load, improved process control, improved customer satisfaction,
development of eco-friendly products and reduction of cost of production, improved Company’s
image and higher realisation.
The research and development activities Insulators Division have resulted in better material
and scrap movement, power consumption, increase in mechanical strength and conversion of
rejected/defect pieces to good pieces and also in cost optimisation along with quality consistency.
In the year 2008-09, Indo Gulf Fertilisers produced of value added product, Neem Coated Urea,
for farmers and marketed 2.08 Lacs MT of Neem Coated urea under the brand name “KRISHIDEV”.
In a very short time, the Company established a leadership in the field of Neem Coated Area.
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
c) Future Plan of Action:
(i) Rayon Division
• Enhance colour yarn quality.
• Efforts towards reduction of energy and consumption ratios of various components of
production.
• Improvement in intrinsic quality of yarn.
• Reduction in energy consumption.
• Development of specialty yarn.
(ii) Carbon Black Division
• Research & Development activities in the field of carbon black application in industry
like Ink, Paint and Plastics.
(iii) Insulators Division
• Using ETP Cake in manufacturing of Ball Mill Lining.
• Using Coarse Alumina in order to reduce cost.
• Unification of brown and grey glaze to optimise firing atmosphere.
(iv) Fertilisers Division
• Continuous Research & Development activities in area of New Product Development.
• To achieve excellence in producing and marketing value added products.
• Initiation of Project in association with IIT, Kanpur, for the removal of Ammonia, Urea
and Carbon dioxide from Ammonia/Urea Process Condensate using novel membrane
DIRECTORS’ REPORT
techniques.
d) Expenditure on R&D:
i) Capital Expenditure - Rs. 17.00 Lacs
ii) Recurring Expenditure - Rs. 179.70 Lacs
iii) Total - Rs. 196.70 Lacs
iv) Total R&D Expenditure as a percentage of total turnover 0.04%.
2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
a) Efforts in brief, made towards technology absorption, adaptation and innovation:
i) Rayon Division
• Activities carried out for Optimisation of spinning process to improve the physical
properties of the yarn through learning from other Spinners.
• Developed new dye combinations to improve the coloured yarn quality with the help
of Dye Suppliers.
• Experimented various recipes of Viscose on the Pilot Viscose plant and Spinning
Machines.
• Implemented various configurations on spinning Machines to improve the intrinsic
properties.
ii) Insulators Division
• Installed of Humidification System during Blank Turning Operations.
• Installed necessary equipments and m/c for producing polymer insulators.
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
iii) Fertilisers Division
• Initiated Project in association with IIT, Kanpur, for the removal of Ammonia, Urea and
Carbon dioxide from Ammonia/Urea Process Condensate using novel membrane
techniques.
• Continued efforts in preparation of steam, power and material balances and to check
on the actual performance against design.
b) Benefits derived as a result of the above efforts:
Quality improvement in existing range, development of new market segments, improvement in
process, productivity, and cost control, increase in customer base and yield, improvement in
energy consumption and energy efficiency and reduction in input material consumption.
c) Information regarding Technology imported during the last years:
• Technology imported during last five years : NIL
• Has Technology been fully absorbed : Not Applicable
C. FOREIGN EXCHANGE EARNING AND OUTGO
The information on foreign exchange earnings and outgo is contained in Schedule 19 and the annexure
thereto.
DIRECTORS’ REPORT
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
Form-A
Form for disclosure of particulars with respect to conservation of energy.
(A) Power and Fuel Consumption:
Current Previous
1. Electricity Units Year Year
(A) Purchased - Units KWH in Lacs 986.23 935.11
Total Amount Rs. in Lacs 4007.81 3889.26
Rate per Unit Rs. 4.06 4.16
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ANNEXURE ‘C’ TO DIRECTORS’ REPORT
(vi) Coal Gas
Quantity Therm 650919.00 129167.00
Total Amount Rs./Lacs 317.70 56.02
Average Rate Rs. per Therm 48.81 43.37
(vii) Natural Gas
Quantity SCM 182010.00 0.00
Total Amount Rs./Lacs 31.91 0.00
Average Rate Rs. per SCM 17.53 0.00
1. Electricity (KWH)
Viscose Filament Rayon Yarn MT 4102.00 4246.00
Other Yarns (Average) MT 6805.20 6803.00
Caustic Soda MT 2423.00 2419.00
Fabrics ‘000 Mtrs. 1889.20 1593.30
Carbon Black MT 451.90 442.50
Urea MT 162.65 168.07
Insulators MT 480.00 442.00
2. Furnace Oil (Kilo Ltr.)
Viscose Filament Rayon Yarn MT 0.20 0.19
Other Yarns MT 70.90 68.00
Insulators MT 0.28 0.32
3. Coal (Grade B,C and D)
DIRECTORS’ REPORT
Viscose Filament Rayon Yarn MT 3.17 3.46
Other Yarns MT 586.30 746.00
Fabrics ‘000 Mtrs. 8.40 4.80
4 Others/Internal generation
(i) LDO
Viscose Filament Rayon Yarn MT 0.01 0.01
(ii) HSD
Urea Kg. 0.02 0.01
Insulators MT 0.24 0.00
(iii) APMG /JV PMT / SPOT/RLNG (Power & Steam)@ Sm3 103.99 121.34
(iv) Naphtha (Power & Steam) @ Kg. 23.84 12.41
(v) SKO/C9 Plus/PX SLOP Oil # MT 0.65 0.81
(vi) Natural Gas # SCM 322.69 0.00
(vii) Coal Gas # MT 29.75 38.95
@ Relates to production of Urea by Indo Gulf Fertilisers , a division of the Company
# Relates to production of Insulators by Aditya Birla Insulators, a division of the Company
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AUDITORS’ REPORT TO THE MEMBERS
1. We have audited the attached Balance Sheet of Aditya Birla Nuvo Limited as at March 31, 2009, and
also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) (hereinafter referred to as
“the Order”) issued by the Central Government of India in terms of Section 227 (4A) of the Companies
Act, 1956, (hereinafter referred to as “the Act”) we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we report that:
i. We have obtained all the information and explanations which, to the best of our knowledge and
belief were necessary for the purposes of our audit;
ii. In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books. The Branch Auditors’ reports have been forwarded
to us and have been appropriately dealt with in this report;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account and with the audited returns from the branches;
iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by
this report comply with the accounting standards referred to in section 211 (3C) of the Act.
v. On the basis of the written representations received from the directors as on March 31, 2009 and
taken on record by the Board of Directors, we report that none of the directors is disqualified as on
AUDITORS’ REPORT
March 31, 2009 from being appointed as a director in terms of section 274 (1)(g) the Act.
vi. In our opinion and to the best of our information and according to the explanations given to us, the
said accounts give the information required by the Act in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;
b) in the case of the Profit and Loss account, of the profit of the Company for the year ended on
that date; and
c) in the case of Cash Flow statement, of the cash flows of the Company for the year ended on that
date.
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AUDITORS’ REPORT TO THE MEMBERS
AUDITORS’ REPORT
to us, there are no contracts or arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under that section. Hence clause (v)(b) of the Order is not applicable.
(vi) In our opinion and according to the information and explanations given to us, the Company has
complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the
Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.
We are informed by the management that no order has been passed by the Company Law Board,
National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its
business.
(viii) We have broadly reviewed the accounts and records maintained by the Company pursuant to the rules
made by the Central Government for the maintenance of cost records under section 209(1)(d) of the
Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and
maintained.
(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance,
Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Cess, and other material
statutory dues applicable to it. There were no arrears as at March 31, 2009 for a period of more
than six months from the date they became payable.
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AUDITORS’ REPORT TO THE MEMBERS
(b) According to the information and explanations given to us, there are no dues of sales-tax, income-
tax, wealth-tax, service tax, custom duty, excise duty and cess which have not been deposited on
account of any dispute except as follows:
Name of the Statute Nature of the dues Period Amount Forum where
(Rs. in dispute is
Crs) pending
(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash
losses in the current and immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and explanations given to us, we are of the
opinion that the Company has not defaulted in repayment of dues to a financial institution or bank.
(xii) According to the information and explanations given to us, the Company has not granted any loans
and advances on the basis of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the
provisions of clause 4(xiii) of the Order, are not applicable to the Company.
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AUDITORS’ REPORT TO THE MEMBERS
(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other
investments. Accordingly, the provisions of clause 4(xiv) of the Order, are not applicable to the Company.
(xv) According to the information and explanations given to us, the Company has given guarantee for loans
taken by others from banks or financial institutions, the terms and conditions whereof, in our opinion,
are prima-facie, not prejudicial to the interest of the Company.
(xvi) Based on information and explanations given to us, the term loans were applied by the Company
during the year for the purposes for which the loans were obtained, though unutilized funds amounting
to Rs.51.24 Crores which were not required for immediate use for capital expenditure have been
temporarily deployed in bank fixed deposit
(xvii) According to the information and explanations given to us and on an overall examination of the
balance sheet of the Company, we report that no funds raised on short-term basis have been used for
long-term investment.
(xviii) During the year the Company has not made preferential allotment of shares to parties and companies
covered in the register maintained under section 301 of the Act.
(xix) According to information and explanations given to us, during the period covered by our audit report,
the Company has issued debentures for which security has been created (partially after the end of the
year) as per the terms of debentures.
(xx) The Company has not raised any money through a public issue during the year.
(xxi) Based upon the audit procedures performed and information and explanations given to us, we report
that no fraud on or by the Company has been noticed or reported during the course of our audit.
AUDITORS’ REPORT
Mumbai, April 28, 2009 Mumbai, April 28, 2009
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CMYK
APPLICATION OF FUNDS
Fixed Assets:
Gross Block 5 3,290.16 3,111.78
Less: Accumulated Depreciation 1,813.95 1,680.89
Net Block 1,476.21 1,430.89
Capital Work-in-Progress 128.78 70.73
1,604.99 1,501.62
Investments 6 5,712.39 4,007.33
Current Assets, Loans & Advances:
Interest Accrued on Investments — 0.21
Inventories 7 747.60 776.60
Sundry Debtors 8 887.23 753.19
Cash & Bank Balances 9 89.81 97.15
Loans & Advances 10 532.57 523.96
2,257.21 2,151.11
STANDALONE FINANCIAL STATEMENTS
For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. DR. BHARAT K. SINGH Directors: TARJANI VAKIL
Chartered Accountants Chartered Accountants Managing Director P. MURARI
G. P. GUPTA
B. R. GUPTA
ADESH GUPTA
Wholetime Director & CFO
(76)
CMYK
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009
Rs. Crores
Year Ended Year Ended
Schedule 31-Mar-2009 31-Mar-2008
INCOME
Income from Operations 12 5,001.04 4,166.38
Less: Excise Duty 214.86 213.31
Net Income from Operations 4,786.18 3,953.07
Other Income 13 32.02 12.73
4,818.20 3,965.80
EXPENDITURE
(Increase)/Decrease in Stocks 14 (21.67) (83.68)
Cost of Materials 15 2,564.69 2,061.78
Salaries, Wages and Employee Benefits 16 287.91 258.61
Manufacturing, Selling and Other Expenses 17 1,401.60 1,095.15
4,232.53 3,331.86
Schedules referred to above form an integral part of the Profit and Loss Account
As per our attached Report of even date
For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. DR. BHARAT K. SINGH Directors: TARJANI VAKIL
Chartered Accountants Chartered Accountants Managing Director P. MURARI
G. P. GUPTA
B. R. GUPTA
ADESH GUPTA
Wholetime Director & CFO
(77)
CMYK
SCHEDULES
Rs. Crores
As at As at
Numbers 31-Mar-2009 31-Mar-2008
SCHEDULE 1
SHARE CAPITAL
Authorised:
Equity Shares of Rs. 10/-each 175,000,000 175.00 120.00
Redeemable Preference Shares of Rs. 100/-each 500,000 5.00 5.00
Total 180.00 125.00
1. * Includes:
— 24,989,914 Equity Shares (Previous Year: 24,989,914) allotted as fully paid-up pursuant to contracts for
consideration other than cash.
— 23,375,185 Equity Shares (Previous Year: 23,374,845) issued as bonus shares by Capitalisation of Reserves and
Securities Premium.
— 3,277,725 Equity Shares (Previous Year: 3,293,392) represented by Global Depository Receipts.
2. Outstanding Warrants exerciseable into 18,800,000 (Previous Year: 18,800,000) Equity Shares of Rs. 10/- each
(Refer Note No. 3 of Schedule19).
3. Pursuant to the provisions of Section 206A of the Companies Act, 1956, the issue of following Equity Shares are
kept in abeyance.
31-Mar-2009 31-Mar-2008
Right Issue (1994 ) 12,735 13,415
Bonus Shares on above 6,368 6,708
Right Issue (2007) 24,281 24,884
43,384 45,007
4. Outstanding Employee Stock Options exerciseable into 265,783 (Previous Year: 326,013) Equity Shares of Rs. 10/-
each (Refer Note No. 4 of Schedule 19).
(78)
CMYK
SCHEDULES
Rs. Crores
SCHEDULE 2
RESERVES & SURPLUS
Balance as at Deductions/ Balance as at
31-Mar-2008 Additions Adjustments 31-Mar-2009
Capital Reserve 2.86 1.58 — 4.44
Capital Redemption Reserve 7.60 — — 7.60
Debenture Redemption Reserve — 16.28 — 16.28
Securities Premium Account 1,503.15 0.03 — 1,503.18
General Reserve 1,995.99 13.75 — 2,009.74
Investment Reserve 19.95 — — 19.95
Employee Stock Options Outstanding # 0.71 1.31 — 2.02
Surplus as per Profit and Loss Account 21.06 64.97 — 86.03
3,551.32 97.92 — 3,649.24
# Net of Employee Stock Options Outstanding Account Rs. 3.27 Crores (Previous Year Rs. 4.08 Crores) and Deferred
Employee Compensation Account Rs. 1.27 Crores (Previous Year Rs. 3.37 Crores).
Rs. Crores
As at As at
31-Mar-2009 31-Mar-2008
SCHEDULE 3
SECURED LOANS
Non -Convertible Debentures 110.00 —
Loans from Banks 1,624.50 1,458.47
Other Loans:
Deferred Sales Tax Loan 87.50 81.00
SCHEDULE 4
UNSECURED LOANS
Fixed Deposits 3.51 3.45
Loans and Advances from Subsidiary Companies 11.90 —
Short Term Loans from:
Banks 456.45 672.35
Commercial Paper 1,000.00 —
Other Loans from:
Banks 420.28 210.90
Non-Convertible Debentures 390.00 —
(Refer Note No. 5 of Schedule 19) 2,282.14 886.70
(79)
CMYK
SCHEDULE 5
FIXED ASSETS Rs. Crores
Tangible Assets
Land
Freehold 8.08 — — 8.08 — — — — 8.08 8.08
Leasehold 28.86 — — 28.86 1.67 0.15 — 1.82 27.04 27.19
Railway Sidings 5.84 — — 5.84 5.43 0.12 — 5.55 0.29 0.41
Buildings 264.62 4.85 0.68 268.79 60.52 6.46 0.10 66.88 201.91 204.10
Leasehold Improvements 0.38 7.21 — 7.59 0.32 0.81 — 1.13 6.46 0.06
Plant & Machinery 2,457.59 121.82 34.74 2,544.67 1,404.64 108.73 30.17 1,483.20 1,061.47 1,052.95
Furniture, Fixtures & Equipment 124.15 68.83 1.73 191.25 66.73 28.75 1.49 93.99 97.26 57.42
Vehicles and Aircraft 23.94 2.94 2.09 24.79 9.36 3.29 1.25 11.40 13.39 14.58
Livestock 0.01 — — 0.01 0.01 — — 0.01 — —
Intangible Assets
Goodwill 20.35 — — 20.35 — — — — 20.35 20.35
(80)
Trademark/Brands 165.76 1.44 — 167.20 120.96 16.72 — 137.68 29.52 44.80
Specialised Software 12.21 10.53 — 22.74 11.26 1.04 — 12.30 10.44 0.95
Total 3,111.78 217.63 39.24 3,290.16 1,680.89 166.07 33.01 1,813.95 1,476.21 1,430.89
Previous Year# 2,653.15 520.04 61.41 3,111.78 1,548.90 183.02 51.03 1,680.89 1,430.89 1,104.25
Notes:
Gross Block of Fixed Assets Includes* :
1. Assets held under co-ownership — Leasehold Land Rs. 18.23 Crores (Previous Year: Rs. 18.23 Crores), Buildings Rs. 23.85 Crores (Previous Year: Rs. 23.83 Crores), Furniture, Fixtures & Equipment Rs. 7.79
Crores (Previous Year Rs. 7.75 Crores) and Vehicles and Aircraft Rs. 6.82 Crores (Previous Year: Rs. 6.82 Crores).
2. The Company has made an application for exemption under Section 20 of the Urban Land (Ceiling & Regulation) Act, 1976, for excess land of 4.25 acres (Previous Years: 4.25 acres) at Rishra.
3. Buildings include Rs. 8.19 Crores (Previous Year: 8.19 Crores) being cost of Debentures of and Shares in a Company entitling the right of exclusive occupancy and use of certain premises.
4. Plant & Machinery includes Rs. 1.54 Crores (Previous Year: Rs. 1.54 Crores) being assets not owned by the Company.
5. Plant & Machinery is net of capital subsidy Rs. 1.89 Crores (Previous Year: Rs. 0.74 Crores).
6. Building includes flat of Rs. Nil Crores (Previous Year: 0.68 Crores) is in the process of being transferred in the name of the Company.
# Previous year figures include Gross Block addition of Rs. 147.98 Crores and Accumulated Depreciation of Rs. 41.82 Crores on account of Amalgamation of Aditya Birla Insulator Limited.
CMYK
SCHEDULES
Rs. Crores
As at As at
Face Value Number 31-Mar-2009 Number 31-Mar-2008
SCHEDULE 6
INVESTMENTS
LONG TERM INVESTMENTS
Government Securities
ITI Limited M-I Series Bonds (Quoted) 1,000,000 — — 5 0.50
6 & 7 Years National Saving Certificates
(Unquoted) 26,000 — β 33,000 β
Trade Investments
QUOTED
Equity Shares:
Hindalco Industries Limited (Hindalco) 1 33,506,337 201.48 20,395,162 75.61
IDEA Cellular Limited (IDEA) 10 837,526,221 2,355.81 837,526,221 2,355.81
UNQUOTED
Equity Shares:
Birla Securities Limited 10 495,800 0.01 495,800 0.01
(Net of provision in diminution in value
of Rs. 2.52 Crores)
Birla Sun Life Trustee Company Private Limited 10 9,950 0.01 9,950 0.01
Birla Sun Life Asset Management Company Limited 10 9,000,000 14.31 9,000,000 14.31
Aditya Birla Science & Technology Limited 10 2,400,000 2.40 2,400,000 2.40
Preference Shares:
3.50% Cumulative Redeemable Preference Shares
of Aditya Birla Health Services Limited # 100 1,500,000 15.00 1,500,000 15.00
(81)
CMYK
SCHEDULES
Rs. Crores
As at As at
Face Value Number 31-Mar-2009 Number 31-Mar-2008
SCHEDULE 6 (Contd.)
INVESTMENTS
Madura Garments Lifestyle Retail
Company Limited 10 9,950,000 9.95 — —
Peter England Fashion & Retail Limited 10 9,950,000 9.95 — —
Preference Shares:
PSI Data Systems Limited
7% Cumulative, Redeemable Preference Shares 100 1,500,000 15.00 1,500,000 15.00
MG Lifestyle Clothing Company Private Limited
7% Redeemable, Cumulative, Participative
Preference Shares 100 570,000 5.70 570,000 5.70
9% Redeemable, Cumulative, Non-Participative
Preference Shares 100 180,000 2.60 180,000 2.60
Madura Garments Exports Limited
10% Redeemable, Cumulative, Non-Participative
Preference Shares 100 30,000 0.36 30,000 0.36
8% Redeemable, Cumulative, Non-Participative
Preference Shares 100 5,000,000 50.00 — —
7.75% Redeemable, Cumulative Preference Shares 100 520,000 5.20 — —
Birla Global Finance Company Limited
7.00% Compulsory Convertible Cumulative
Preference Shares 10 25,000,000 25.00 — —
Madura Garments Lifestyle Retail Co. Limited
8% Cumulative Redeemable Preference Shares 10 10,000,000 10.00 — —
Peter England & Fashion Retail Limited
8% Cumulative Redeemable Preference Shares 10 10,000,000 10.00 — —
Total Long Term Investments 4,982.38 3,909.81
STANDALONE FINANCIAL STATEMENTS
CURRENT INVESTMENTS
Equity Shares: (Quoted, Non-Trade and Fully Paid-up):
Mangalore Refinery and Petrochemicals Limited 10 — — 400 β
Unquoted, Non- Trade and Fully Paid-up:
Units of Mutual Funds * 10 518,437,344 730.01 97,329,141 97.52
Total Current Investments 730.01 97.52
(82)
CMYK
SCHEDULES
Rs. Crores
As at As at
31-Mar-2009 31-Mar-2008
SCHEDULE 7
INVENTORIES
Finished Goods 288.72 273.61
Stores and Spares 77.94 80.91
Raw Materials 320.71 365.16
Packing Materials 3.89 3.36
Work-in-Progress 56.04 53.48
Waste/Scrap 0.30 0.08
747.60 776.60
SCHEDULE 8
SUNDRY DEBTORS *
(Unsecured, considered good except otherwise stated)
Due for period exceeding six months 17.79 21.58
(Net of doubtful, fully provided Rs. 9.50 Crores)
(Previous Year: Rs. 8.98 Crores)
Others # 869.44 731.61
887.23 753.19
* Includes amount in respect of which the Company holds deposits 74.75 99.51
and Letters of Credit/Guarantees from Banks
# Includes subsidy receivable from Govt. of India Rs. 305.77 Crores
(Previous Year: Rs. 210.39 Crores)
SCHEDULE 9
CASH & BANK BALANCES
(83)
CMYK
SCHEDULES
Rs. Crores
As at As at
31-Mar-2009 31-Mar-2008
SCHEDULE 10
LOANS & ADVANCES
(Unsecured, considered good except otherwise stated)
Advances Recoverable in Cash or in Kind 218.76 221.58
or for Value to be Received +
[Net of Doubtful, fully provided Rs. 1.07 Crores
(Previous Year: Rs. 0.99 Crores)]
Fertilisers Bonds (Net of Provision for diminution in Value) 37.45 47.46
Deposits+ 199.57 222.23
[Net of Doubtful, fully provided Rs. 0.32 Crores
(Previous Year: Rs. 3.08 Crores)]
Balances with Central Excise, Customs & Port Trust etc 58.01 32.69
[Net of Provision Rs. 3.04 Crores
(Previous Year: Rs. 3.04 Crores)]
Taxation (Net of Provision) 18.78 —
(Refer Notes 8 and 25 (d) of Schedule 19) 532.57 523.96
+ Includes
(1) Amount due from Officers 0.03 0.04
(2) Maximum amount due from Officers at any time during the year 0.04 0.07
(3) Due from Subsidiary Companies 88.54 106.42
SCHEDULE 11
CURRENT LIABILITIES & PROVISIONS
Current Liabilities:
Acceptances 28.02 33.00
Due to Micro and Small Enterprises * 1.06 1.27
STANDALONE FINANCIAL STATEMENTS
Sundry Creditors other than Micro & Small Industries 463.94 393.24
Advances from Customers 39.31 22.26
Investors Education & Protection Fund to be credited as and when due:
Unpaid Dividend 2.27 2.05
Unpaid Application Money 0.08 0.12
Unpaid Matured Deposits 0.03 0.07
Interest Accrued on above 0.02 0.04
Other Liabilities 75.74 76.53
Interest Accrued but not Due on Loans 66.57 30.53
677.04 559.11
Provisions For:
Taxation (Net of Advance Payment) — 19.02
Proposed Dividend 38.00 54.63
Corporate Tax on Dividend 4.43 9.28
Retirement Benefits 54.01 50.55
96.44 133.48
773.48 692.59
(84)
CMYK
SCHEDULES
Rs. Crores
Year Ended Year Ended
31-Mar-2009 31-Mar-2008
SCHEDULE 12
INCOME FROM OPERATIONS
A. SALES:
Revenue from Sale of Products 4,895.52 4,044.29
Income from Services 6.93 11.34
4,902.45 4,055.63
B. OTHER OPERATING INCOME:
Scrap Sales 8.44 7.46
Export Incentives 35.74 38.04
Licence Fees and Royalties 1.96 2.44
Insurance Claim 3.83 20.63
Government Grant 0.96 3.10
Power and Steam Sales 42.75 33.95
Carbon Credit 4.61 4.92
Miscellaneous Other Operating Income 0.30 0.21
98.59 110.75
5,001.04 4,166.38
SCHEDULE 13
OTHER INCOME
Dividends on Long Term Investments :
Trade 3.77 —
Subsidiaries 11.56 0.21
Dividends on Current Investments 1.48 4.02
Profit/(Loss) on Sale of Investments (Net):
Current 6.87 1.19
Miscellaneous Income 8.34 7.31
32.02 12.73
SCHEDULE 14
(INCREASE)/DECREASE IN STOCKS
Closing Stocks:
Finished Goods 288.72 273.61
SCHEDULE 15
COST OF MATERIALS
Raw Material Consumption 2,322.01 1,874.02
Purchase of Finished Goods 242.68 187.76
2,564.69 2,061.78
(85)
CMYK
SCHEDULES
Rs. Crores
Year Ended Year Ended
31-Mar-2009 31-Mar-2008
SCHEDULE 16
SALARIES, WAGES AND EMPLOYEE BENEFITS
Payments to and Provisions for Employees:
Salaries, Wages and Bonus 247.56 217.35
Contribution to Provident and Other Funds 22.23 25.43
Welfare Expenses 16.83 15.15
Employee Compensation under ESOP 1.29 0.68
(Refer Note No. 4 of Schedule 19)
287.91 258.61
SCHEDULE 17
MANUFACTURING, SELLING & OTHER EXPENSES
Consumption of Stores & Spares 184.93 175.08
Power & Fuel 537.38 357.01
Processing Charges 86.57 83.27
Repairs & Maintenance of:
Buildings 6.59 7.59
Plant & Machinery 28.86 32.62
Others 8.30 4.82
Commission to Selling Agents 72.39 64.85
Brokerage & Discounts 9.17 11.85
Advertisement 52.86 53.72
Transportation & Handling Charges (Net) 56.12 37.92
Other Selling Expenses 130.12 86.64
Auditors’ Remuneration 1.88 1.35
Provisions/(Written back) for
Doubtful Debts and Advances (Net) (3.32) 2.33
Rent 116.04 72.81
Rates & Taxes 3.83 3.27
Insurance 7.44 10.42
Donations 0.70 7.63
Directors’ Fees & Traveling Expenses 0.15 0.22
STANDALONE FINANCIAL STATEMENTS
SCHEDULE 18
A. INTEREST AND OTHER FINANCE EXPENSES
On Debentures and Fixed Loans 196.28 165.40
Others 78.15 32.32
Other Finance Expenses 16.21 6.75
290.64 204.47
B. INTEREST INCOME
Interest on Long Term Investments 0.01 0.18
[Tax deducted at source Rs. 0.01 Crores
(Previous Year: Rs. 0.07 Crores)]
Others Interest 33.22 25.28
[Tax deducted at source Rs. 5.14 Crores
(Previous Year: Rs. 1.23 Crores)]
33.23 25.46
(86)
CMYK
SCHEDULES
SCHEDULE 19
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
A. ACCOUNTING CONVENTION
(i) BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention on an accrual basis in
compliance with all material aspect of the Notified accounting standard by Companies Accounting Standard
Rules, 2006 and the relevant provisions of the Companies Act, 1956. The accounting policies have been
consistently applied by the Company and are consistent with those used in the previous year.
(ii) FIXED ASSETS
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.
(iii) DEPRECIATION/AMORTISATION
a) Depreciation on Fixed Assets is provided on Straight Line Method at the rates and in the manner
specified in the Schedule XIV of the Companies Act, 1956 except in the case of the following, where
depreciation is equally charged over the estimated useful lives.
Estimated Useful Life
Capital Expenditure on Assets not Owned - 5 years
Office Computers - 4 years
Vehicles - 5 years
Assets at Showrooms - 5 years
Furniture, Fixtures and Equipments - 7 years
Office Electronic Equipments - 4 years
Leasehold Land/Improvements - Over the primary period of the lease
Catalyst - On the estimated life as technically assessed
(ranging from 1.5 to 3 years)
b) INTANGIBLE ASSETS ARE AMORTISED EQUALLY OVER:
Trademarks/Brands - 10 years
Specialised Software - 3 years
Goodwill - Not being amortised.
c) Depreciation on the Fixed Assets added/disposed off/discarded during the year is provided on pro-
(87)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
over the life of the contracts. Profit/Loss on cancellation/renewal of forward exchange contract is recognised
as income/expense for the year.
(vii) DERIVATIVE INSTRUMENTS
The Company uses derivative financial instruments such as forward exchange contracts, currency swaps
and interest rate swaps to hedge its risks associated with foreign currency fluctuations and interest rate.
Currency and interest rate swaps are accounted in accordance with their contract.
(viii) INVESTMENTS
Current Investments are stated at lower of cost and fair value. Long term investments are stated at cost
after deducting provisions made, if any, for other than temporary diminution in the value.
(ix) INVENTORIES
Raw materials, components, stores and spares 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 and finished goods 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/FIFO 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.
(x) GOVERNMENT GRANTS
Government Grants are recognised when there is reasonable assurance that the same will be received.
Revenue grants are recognised in the Profit & Loss Account. Capital grants relating to specific fixed assets
are reduced from the gross value of the respective fixed assets. Other capital grants are credited to capital
reserve.
(xi) REVENUE RECOGNITION
Sales are recorded net of trade discounts, rebates and include excise duty. Revenue from sale of products is
recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.
STANDALONE FINANCIAL STATEMENTS
Income from services are recognised as they are rendered based on agreements/arrangements with the
concerned parties.
Fertilizer price support under Group Concession and other Scheme of Government of India is recognised
based on management’s estimate taking into account known policy parameters and input price escalation/
de-escalation.
Income from Certified Emission Reductions (CERs) is recognised at estimated realisable value on confirmation
of CERs by the concerned authorities.
Dividend income on investments is accounted for when the right to receive the payment is established.
(xii) RETIREMENT AND OTHER EMPLOYEE BENEFITS
(i) Defined Contribution Plan :
The Company makes defined contribution to Provident Fund, ESI and Superannuation Schemes which
are recognised in the Profit and Loss Account on accrual basis.
(ii) Defined Benefit Plan :
The Company’s liabilities under Payment of Gratuity Act (funded), long term compensated absences
and pension are determined on the basis of actuarial valuation made at the end of each financial
year using the projected unit credit method except for short term compensated absences which are
provided for based on estimates. Actuarial gains and losses are recognised immediately in the
statement of the Profit and Loss Account 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
(88)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
to market yields at the Balance Sheet date on Government bonds where the currency and terms of the
Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.
(xiii) EMPLOYEE STOCK OPTIONS
The stock options granted are accounted for as per the accounting treatment prescribed by Employee
Stock Option Scheme and Employee Stock Purchase Guidelines, 1999, issued by Securities and Exchange
Board of India, whereby the intrinsic value of the option is recognised as deferred employee compensation.
The deferred employee compensation is charged to Profit and Loss Account on straight line basis over the
vesting period of the option. The employee stock option outstanding account, net of any unamortised
deferred employee compensation, is shown separately as part of Reserves.
(xiv) TAXATION
Tax expense comprises of current, deferred and fringe benefit 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.
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.
Deferred tax assets in case of unabsorbed losses and unabsorbed depreciation are recognised only if there
is virtual certainty that such deferred tax asset can be realised against future taxable profits.
Fringe Benefit Tax is provided in accordance with the provisions of the Income Tax Act, 1961.
(xv) OPERATING LEASES
Leases where significant portion of risk and reward of ownership are retained by the Lessor are classified as
Operating Leases and lease rentals thereon are charged to Profit and Loss Account.
(xvi) CONTINGENT LIABILITIES AND PROVISIONS
Contingent Liabilities are possible but not probable obligations as on Balance Sheet date, based on the
available evidence.
Department appeals in respect of cases won by the Company are also considered as Contingent Liabilities.
(89)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
d) Customs Duty on capital goods and raw materials imported under advance
licensing/EPCG scheme, against which export obligation is to be fulfilled 11.34 13.87
e) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage
of fertilisers dispatched was required to be supplied in Jute Bags upto 31.08.2001. The Company made conscious
efforts to use jute-packaging material as required under the Act. However, due to non-availability of material
as per the Company’s product specifications as well as due to strong customer resistance to use of Jute Bags,
the specified percentage could not be adhered to. The Company has received a show cause notice, against
which a writ petition has been filed with the High Court, which is awaiting hearing. The Company has been
advised that the said levy is bad in law.
f) Idea Cellular Ltd, in which the Company has the largest shareholding, was originally a tripartite joint venture
between A.V. Birla Group, Tata Group and AT&T Group. With the exit of AT&T and the Tata Group, Idea is now
part of A.V. Birla Group.
Prior to its exit, Tata Group had alleged that the A.V. Birla Group had committed material breach of the
Shareholders Agreement and the Tata Group invoked the arbitration clause, pursuant to which an Arbitral
Tribunal has been constituted, which will take up the claims of the Tata Group and the counter-claims of the
A.V. Birla Group.
When the Tata Group sold its shares in Idea to the Company, they claimed to have reserved certain rights
under the Share Purchase Agreement, which contained a clause for arbitration by the London Court of
International Arbitration (LCIA). The Company, along with another A.V. Birla Group Company, has questioned
the reservation and the LCIA is seized of the matter. The Company believes that it has a strong case to counter
the allegations of breach, and it does not contemplate any liability to arise on this matter.
3. In accordance with the Members approval in the extra-ordinary general meeting of the Company, held on February
06, 2008, the Company has, on a preferential basis, issued 20,500,000 Warrants of Rs. 10/- each to the Promoter and/
or Promoter Group at a price of Rs. 2007.45. The holder of each warrant is entitled to apply for and obtain allotment
of 1 Equity Share against each warrant at any time after the date of allotment but on or before the expiry of 18
months from the allotment in one or more tranches. As per SEBI Guidelines, the Company has received an amount
STANDALONE FINANCIAL STATEMENTS
of Rs 411.53 Crores equivalent to 10% of the price and Rs. 307.14 Crores (net of receipt of Rs. 34.13 Crores received
on allotment of warrant) on exercise of 17,00,000 Share Warrants of Rs. 10/- each by the Promoter and/or Promoter
Group. Total amount of Rs. 718.67 Crores received from the preferential allotment of the warrants have been fully
utilised.
4. Under the Employee Stock Options Scheme-2006 (ESOS -2006 ), the Company has granted options to the eligible
employees of the Company and its Subsidiaries. These options are convertible into equivalent Equity Shares of
Company. The details are as under:
(90)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
(B) Movement of Options granted:
Particulars Tranche-I Tranche-II
(91)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
g) Term Loan secured by way of exclusive first charge created
by hypothecation of Brand Rights/Trademark and movable
properties of the Company’s Madura Garment Division at
Bangalore and movable properties at Bangalore and first
pari-passu charge created by hypothecation of the
movable properties (except current assets) at Veraval,
Rishra (Textile Division), Jagdishpur (Argon Gas Plant) and
Renukoot, subject to prior charge(s) created on certain
assets in favour of a Financial Institution and on Bankers
Goods in favour of the Company’s Bankers for working
capital borrowings. — 100.00
h) Term Loan secured by way of exclusive first charge created
by hypothecation of Brand Rights/Trade mark and movable
properties of Company’s Madura Garment Division at
Bangalore. 100.00 —
i) Term Loan secured by way of first pari-passu charge
created by hypothecation of movable properties (save and
except investment and current assets) of the
Fertiliser Plant of the Company situated at Jagdishpur. 100.00 100.00
j) Term Loan secured by way of second pari-passu charge
created by way of mortgage of immovable properties of
the Company’s Rayon & Caustic Soda Plant at Veraval,
Textile Plant at Rishra, Carbon Black Plant at Renukoot and
Argon Gas Plant at Jagdishpur and hypothecation of
movable properties of the Company relating to these
plants, Garment Division at Bangalore and Financial
Services Division and Corporate Finance Division at
STANDALONE FINANCIAL STATEMENTS
(92)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
(except investments) of the Company and Brand Rights/
Trademarks owned by Garments Division, Bangalore. 243.32 276.66
m) Foreign Currency Loan secured by way of first pari-passu
charge created by hypothecation of movable properties
(save and except stocks and book debts) of the Company
situated at Gummidipoondi. 113.26 158.82
n) Foreign Currency Loan secured by way of first pari-passu
charge created by hypothecation of movable properties
(except current assets) situated at Veraval, Rishra (Textile
Division), Jagdishpur (Argon Gas Plant) and Renukoot,
subject to prior charge(s) created on certain assets in
favour of a Financial Institution. — 39.16
o) Foreign Currency Loan secured by way of first pari-passu
charge on all movable assets (excluding current assets) of
the Company situated at its Fertiliser Plant (excluding
assets relating to Argon Gas Plant) and mortgage (to be
created) of immovable properties of the company. 81.12 81.12
p) Working Capital Borrowings are secured by hypothecation
of inventories, book debts and other movables, both
present and future, held as current assets. 379.66 229.88
q) Deferred Sales Tax Loan for the Caustic Soda Unit at Veraval
to be secured by first pari-passu charge over the fixed
assets of Caustic Soda Unit of the Company at Veraval and
for Carbon Black Plant at Gummidipoondi to be secured
by second pari-passu charge over the fixed assets of the
respective plant. 87.50 81.00
(93)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
Gujarat and to be further secured by way of mortgage of
immoveable property.
12.25% 25th Series (Redeemable at par on 12th December,
2011. Put/Call option at the end of two years) 110.00 —
II UNSECURED LOANS
Non-Convertible Debentures (NCD) secured by way of first pari-
passu charge created by way of mortgage of the immovable
property of the Company at Ahmedabad , Gujarat:
13.00% 23rd Series (Redeemable at par on 7th November, 2011) 125.00 —
12.50% 24th Series (Redeemable at par on 5th December, 2011) 40.00 —
11.50% 26th Series (Redeemable at par on 19th December, 2011) 225.00 —
As the value of security provided to secure the aforesaid NCD’s is not significant, the NCD have been shown as
Unsecured.
(III) Foreign Currency Loans have been fully hedged for foreign exchange and interest rate fluctuation by way of
Currency and Interest Rate swaps.
Rs. Crores
Current Year Previous Year
6. a) Capital Work-in-Progress includes advances to suppliers: 43.37 35.96
b) Pre-operative Expenses:
Interest 0.83 4.34
Salaries and Wages 0.12 —
Power and Fuel — 0.52
STANDALONE FINANCIAL STATEMENTS
7. a) Market/Book values of certain long term quoted investments aggregating to Rs. 453.10 Crores (Previous Year:
Rs. 100.30 Crores) and unquoted investments aggregating to Rs. 1,779.38 Crores (Previous Year Rs. 970.45
Crores) are lower than its cost.
Considering the strategic and long-term nature of the aforesaid investments and asset base and business plan
of the investee companies, in the opinion of the management, the decline in the market/book value of the
aforesaid investments is of temporary nature, requiring no provision.
An amount of Rs. 19.95 Crores is lying in “Investment Reserve” is to be used to meet the diminution other than
temporary, if any, that may arise in future, in the value of present and future long term strategic investments.
b) Transfer of investments in Idea Cellular Ltd. (IDEA), Birla Sun Life Insurance Co. Ltd., Birla Sun Life Asset
Management Company Ltd. and Birla Sun Life Trustee Company Pvt Ltd. is restricted by the terms contained in
their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Minacs Worldwide
Ltd. (ABMWL), Madura Garment Exports Ltd. (MGEL), PSI Data Systems Limited, MG Lifestyle Clothing Pvt Ltd.,
Peter England Fashion & Retail Ltd. and Madura Garments Lifestyle Retail Company Limited investment have
also been provided to certain Banks for respective credit facilities extended by them.
c) 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.
(94)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
8. a) Loans & Advances include:
Rs. Crores
(i) Subsidiaries
Birla Sun Life Insurance Company Limited 0.04 0.01 0.14 0.07
Peter England Fashion and retail Limited 32.87 38.47 99.41 39.56
(95)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
9 Information related to Micro, Small and Medium Enterprises
Development Act, 2006 ( Act) is disclosed hereunder. The information
given below has been determined to the extent such parties have
been identified on the basis of information available with the
Company.
a) (i) Principal amount remaining unpaid to any supplier at the
end of the accounting year 1.06 1.27
(ii) Interest due on above β —
(96)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
12. The following amount are included in the Miscellaneous
expenses in Profit and Loss Account:
a) Foreign Exchange difference (gain)/loss (Net) (1.73) (2.28)
b) All Insurance Claims (unless clearly identifiable with the
respective heads of Expenses and Loss of Profit policy) (1.36) (4.10)
c) Unspent liabilities, excess provision and unclaimed
balances in respect of earlier years written back (net of
short provision and sundry balances written off ) (5.92) (5.43)
d) (Profit)/Loss on sale/discard of Fixed Assets (Net) (0.64) (7.18)
(97)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
(98)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Experience Adjustment
31-Mar-2009 31-Mar-2008 31-Mar-2007 31-Mar-2006
Defined Benefit Obligation 75.30 64.28 49.02 47.64
Plan Assets 77.30 61.36 49.17 46.18
Surplus/(Deficit) 2.00 (2.92) 0.15 (1.46)
Experience Adjustment on Plan Liabilities 4.72 1.83 0.39 —
Experience Adjustment on Plan Assets 8.54 (1.65) (0.23) —
There are no amount included in the fair value of Plan Assets for:
i) Company’s own financial instrument
ii) Property occupied by or other assets used by the company
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.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.
Present value of unfunded obligation at the end of the period 7.49 7.39
Fair Value of Plan Assets — —
Net Liability/(Asset) 7.49 7.39
(99)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
Experience Adjustment:
31-Mar-2009 31-Mar-2008 31-Mar-2007 31-Mar-2006
Defined Benefit Obligation 7.49 7.39 7.48 7.91
Plan Assets — — — —
Surplus/(Deficit) (7.49) (7.39) (7.48) (7.91)
Experience Adjustment on Plan Liabilities 0.31 1.00 0.23 —
The Guidance Note on implementation of AS-15 (Revised), “Employee Benefits” issued by the ICAI states that
Provident Fund set up the employers, which requires interest shortfall to be met by the employer, needs to be
treated as defined benefits plan. The Company set up Provident Fund does not have existing deficit of Interest
shortfall. With regards to future obligation arising due to interest shortfall (i.e., government interest to be paid
on the Provident Fund Scheme exceeding the rate of interest earned on investment) pending issuance of the
Guidance Note from Actuarial Society of India, the Company’s actuary has expressed his inability to reliably
measure the Provident Fund liability.
(100)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
Insurance 0.90 0.97
Depreciation 0.10 0.10
Repair and Maintenance — others 2.41 1.70
Rates and Taxes 0.91 0.63
Miscellaneous Expenses 20.43 11.63
a) Name of Venture
Idea Cellular Limited India 27.02% 31.78%
(27.02 % w.e.f. August 13, 2008 )
Birla Sun Life Distribution Company Limited India — 49.99%
(Ceases to be Joint Venture on becoming
Subsidiary w.e.f. 31st March, 2009)
Birla Sun Life Asset Management Company Limited India 50.00% 50.00%
Birla Sun Life Trustee Company Private Limited India 49.85% 49.85%
(101)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
b) The aggregate of Company’s share in the above ventures in:
Net Fixed Assets 4,524.85 3,431.27
Investments 561.28 199.59
Net Current Assets 377.74 (363.05)
Loans/Borrowings 2,408.92 2,070.61
Income 3,073.46 2,237.41
Expenses (Including Depreciation and Taxation) 2,814.95 1,903.42
Contingent Liabilities 124.17 94.04
Capital Commitments 420.62 648.23
21. Disclosure in respect of Related Parties pursuant to Accounting Standard 18 – Refer Annexure I
Profit before Exceptional items and Tax as per Profit and Loss Account 162.30 313.83
Add: Managing and Wholetime Directors’ Remuneration and Commission 14.00 13.72
Commission paid to Non-Executive Directors — 1.50
Directors’ Fees 0.15 0.22
Provision for Doubtful Debts and Advances 1.04 2.33
Provision for Wealth Tax 0.27 0.26
177.76 331.86
Net Profit as per Section 349 of the Companies Act, 1956 169.82 322.16
(102)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Rs. Crores
Current Year Previous Year
24. In September, 2005 the Company had purchased 37.18 crores Equity Shares of Idea Cellular Ltd. (IDEA) from
M/s. AT&T Cellular Pvt. Ltd., Mauritius and paid consideration of US$ 150 Million without deduction of tax at source
after obtaining an order under Section 195(2) of the Income Tax Act from the Income Tax Department. The Deputy
Director of Income Tax (International Taxation), (DDIT) Mumbai, has issued order under Section 163(1) of the
Income Tax Act dated March 25, 2009, treating the Company as an agent of New Cingular Wireless Services Inc. for
the sale of shares of IDEA by its subsidiary AT&T Cellular Private Limited, Mauritius. The Company has challenged
the order of DDIT before the appropriate authority and based on the opinion of Tax Expert, the Company is
reasonably certain that no tax liability would devolve.
25. a) Interest earned from Financial Services Activity is included in Income from Operations.
c) Govt. of India has notified the revised New Price Support Scheme (NPS-III) for fertiliser on March 8, 2007, with
effect from October 1, 2006, and is in the process of fixing certain norms under the revised scheme. Pending
fixation of final price, the price support for the year has been accounted for provisionally, on an estimated
basis, inter alia, taking into account input price escalation/de-escalation and other claims.
d) The Company is one of the Promoter members of Aditya Birla Management Corporation Pvt. 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 minimise cost to each member. The
Company’s share of expenses under the common pool has been accounted for under the appropriate heads.
Total amount outstanding as on 31st March, 2009, is Rs. 16.30 Crores (Previous Year : Rs. 16.30 Crores).
26. a) For additional information as required under paras 3, 4C and 4D of Part II of Schedule VI to the Companies Act,
1956 - Refer Annexure III.
Segments have been identified in line with the Accounting Standard on Segment Reporting (AS17), taking
into account the organizational structure as well as differential risk and returns of these segments.
(103)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. DR. BHARAT K. SINGH Directors: TARJANI VAKIL
Chartered Accountants Chartered Accountants Managing Director P. MURARI
G. P. GUPTA
ADESH GUPTA B. R. GUPTA
Wholetime Director & CFO
(104)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE - I
Aditya Birla Financial Services Pvt. Ltd. (ABFSPL) (w.e.f. November 4, 2008)
Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSPL) (w.e.f. November 4, 2008)
Aditya Birla Customer Services Pvt. Ltd. (ABCSPL) (Subsidiary of ABFSPL) (w.e.f. December 11, 2008)
Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFSPL) (w.e.f. November 4, 2008 & ceased to be a
subsidiary w.e.f. March 13, 2009)
Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSPL) (w.e.f. November 28, 2008)
Aditya Birla Minacs Worldwide Inc. (ABMWI) (Subsidiary of AVTL) (formerly known as Minacs Worldwide Inc.)
Apollo Sindhoori Commodities Trading Limited (Subsidiary of ASCIL) (w.e.f. March 6, 2009)
BGFL Corporate Finance Pvt. Ltd. (BGCFPL) (ceased to be a subsidiary w.e.f. March 31, 2009)
Birla Insurance Advisory & Broking Services Ltd. (BIABSL) (Subsidiary of BGCFPL upto March 30, 2009 and of BGFCL
w.e.f. March 31, 2009)
Birla Sun Life Distribution Company Limited (BSDL) (w.e.f. March 31, 2009)
BSDL Insurance Advisory Services Limited (Subsidiary of BSDL) (w.e.f. March 31, 2009)
Aditya Birla Financial Shared Services Limited (ABFSSL) (Subsidiary of LIL)(w.e.f. June 19, 2008)
(105)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE - I (Contd.)
Madura Garments Lifestyle Retail Company Ltd. (MGLRCL) (w.e.f. March 23, 2009) (Formerly subsidiary of LIL)
MG Lifestyle Clothing Company Private Limited (MGCCPL) (formerly known as Crafted Clothing Private Limited)
Peter England Fashions and Retail Company Ltd. (PEFRL) (w.e.f. March 31, 2009) (Formerly subsidiary of LIL)
JOINT VENTURE
Birla Sun Life Distribution Company Limited (BSDL) (on becoming subsidiary, ceased to be Joint Venture w.e.f.
March 31, 2009)
ASSOCIATE
Key Management Personnel and their relatives and enterprises having common Key Management Personnel
(106)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE - I (Contd.)
b) During the year following transactions were carried out with the related parties in the ordinary course of business :
Rs. Crores
Enterprise
having
common Relatives
Key Key of Key
Manage- Manage- Manage-
ment ment ment
Transactions/Nature Joint Asso- Perso- Perso- Perso- Grand
of Relationship Subsidiaries Ventures ciates nnel nnel nnel Total
Purchase of Goods and Services
MGEL 20.09 — — — — — 20.09
(10.13) — — — — — (10.13)
MGCCPL 64.45 — — — — — 64.45
(68.87) — — — — — (68.87)
Others 0.84 — — — — 0.13 0.97
(0.35) — — — — (0.16) (0.51)
85.38 — — — — 0.13 85.51
(79.35) — — — — (0.16) (79.51)
Sales of Goods and Services
Tanfac Industries Ltd. — — — — — — —
— — — (1.44) — — (1.44)
MGEL 8.73 — — — — — 8.73
(6.81) — — — — — (6.81)
Others 1.07 0.32 — — — — 1.39
(0.72) (0.90) — — — — (1.62)
9.80 0.32 — — — — 10.13
(7.53) (0.90) — (1.44) — — (9.87)
(107)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-I (Contd.)
Rs. Crores
Enterprise
having
common Relatives
Key Key of Key
Manage- Manage- Manage-
ment ment ment
Transactions/Nature Joint Asso- Perso- Perso- Perso- Grand
of Relationship Subsidiaries Ventures ciates nnel nnel nnel Total
Receipt against
Reimbursement of Revenue/
Capital Expenditure
PEFRL 7.77 — — — — — 7.77
(7.78) — — — — — (7.78)
MGLRCL 4.82 — — — — — 4.82
(4.77) — — — — — (4.77)
Others — β — — — — β
(0.02) (0.01) — — — — (0.03)
12.59 β — — — — 12.59
(12.57) (0.01) — — — — (12.58)
Interest Expenses
BGFCL 0.33 — — — — — 0.33
— — — — — — —
ABMWL 1.20 — — — — — 1.20
— — — — — — —
IDEA — 0.76 — — — — 0.76
— — — — — — —
Others — — — — — — —
STANDALONE FINANCIAL STATEMENTS
(β) — — — — — (β)
1.53 0.76 — — — — 2.29
(β) — — — — — (β)
Managerial
Remuneration Paid *
Mr. Bharat K. Singh — — — — 3.28 — 3.28
— — — — (2.78) — (2.78)
Mr. Adesh Gupta — — — — 1.63 — 1.63
— — — — (1.24) — (1.24)
Mr. K.K. Maheshwari — — — — 3.21 — 3.21
— — — — (2.69) — (2.69)
Mr. Rakesh Jain — — — — 3.70 — 3.70
— — — — (3.34) — (3.34)
Mr. S.K. Mitra — — — — — — —
— — — — (2.10) — (2.10)
Mr. Vikram Rao — — — — 2.18 — 2.18
— — — — (2.52) — (2.52)
— — — — 14.00 — 14.00
— — — — (14.67) — (14.67)
* Excluding Gratuity and Leave Encashment Provision and Employee Compensation under ESOP
(108)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-I (Contd.)
Rs. Crores
Enterprise
having
common Relatives
Key Key of Key
Manage- Manage- Manage-
ment ment ment
Transactions/Nature Joint Asso- Perso- Perso- Perso- Grand
of Relationship Subsidiaries Ventures ciates nnel nnel nnel Total
(109)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-I (Contd.)
Rs. Crores
Enterprise
having
common Relatives
Key Key of Key
Manage- Manage- Manage-
ment ment ment
Transactions/Nature Joint Asso- Perso- Perso- Perso- Grand
of Relationship Subsidiaries Ventures ciates nnel nnel nnel Total
— — — — — — —
66.00 75.00 — — — — 141.00
(1.50) — — — — — (1.50)
Guarantees Given during
the Year
MGCCPL 20.00 — — — — — 20.00
(7.00) — — — — — (7.00)
PEFRL 70.00 — — — — — 70.00
— — — — — — —
ABMWL — — — — — — —
(104.49) — — — — — (104.49)
MWI — — — — — — —
(250.64) — — — — — (250.64)
MGLRCL 60.00 — — — — — 60.00
— — — — — — —
Others — — — — — — —
(15.00) — — — — — (15.00)
150.00 — — — — — 150.00
(377.13) — — — — — (377.13)
(110)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-I (Contd.)
Rs. Crores
Enterprise
having
common Relatives
Key Key of Key
Manage- Manage- Manage-
ment ment ment
Transactions/Nature Joint Asso- Perso- Perso- Perso- Grand
of Relationship Subsidiaries Ventures ciates nnel nnel nnel Total
Outstanding Balances as
at 31.03.2009
Loans Granted 64.26 — — — 0.03 — 64.28
(105.01) — — — (0.04) — (105.05)
Interest Accrued on
Loans Granted 4.84 — — — — — 4.84
(0.01) — — — — — (0.01)
Loans Taken 11.90 — — — — — 11.90
— — — — — — —
Amount Receivable against
Debtors 1.33 — — — — — 1.33
(0.48) — — (0.25) — — (0.73)
Amounts Receivable against 19.44 — — — — — 19.44
Advances (1.40) (β) — — — — (1.40)
Amounts Payable 14.19 — — — — — 14.19
(2.77) — — — — — (2.77)
Guarantees provided for 621.21 — — — — — 621.21
(471.99) — — — — — (471.99)
(111)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE - II
Statement of Derivatives — Outstanding at the Balance Sheet Date
a) Derivatives: Outstanding as at Balance Sheet Date
Amount in Foreign Currency As at Purpose
b) Foreign currency exposure which are not hedged as at Balance Sheet Date
Jyen — — —
— (6,413,130) (-6,413,130)
HKD — — —
(1,724,985) — (1,724,985)
(112)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-III
INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPHS 3, 4C AND 4D OF PART II OF SCHEDULE VI OF THE
COMPANIES ACT, 1956
a) Details of Products Manufactured, Turnover, Opening Stock, Closing Stock, etc.
Rs. Crores
Particulars Installed Opening Stock** Production Purchase Turnover Closing Stock
Year Ended Capacity
Unit 31st March Per Annum Quantity Amount Quantity Quantity Amount Quantity@ Amount Quantity Amount
Garments Nos./000 2009 5,200 157.22 8,579* 3,627 135.21 11,754 897.33 5,652 162.12
Nos./000 2008 4,918 112.31 8,208* 3,040 113.53 10,966 817.94 5,200 157.22
Viscose Filament Rayon Yarn MT 2009 16,400 648 11.16 16,625 — — 16,792 362.09 481 8.43
MT 2008 16,400 1,571 22.28 17,000 — — 17,923 329.30 648 11.16
Sulphuric Acid & Allied MT 2009 55,300 1,336 0.96 47,020 — — 47,572 31.02 785 0.24
Chemicals MT 2008 55,300 650 0.42 50,545 — — 49,859 26.66 1,336 0.96
Caustic Soda MT 2009 91,250 886 0.66 78,574 — — 77,590 160.09 1,871 1.70
MT 2008 82,125 859 0.65 74,468 — — 74,441 122.68 886 0.66
Chlorine MT 2009 80,665 507 0.25 65,717 — — 65,914 13.95 311 (0.01)
MT 2008 73,000 298 0.04 62,302 — — 62,093 25.25 507 0.25
Hydro Chloric Acid MT 2009 11,115 359 0.07 11,811 — — 12,002 0.98 168 (0.00)
MT 2008 11,115 64 0.01 11,081 — — 10,786 1.60 359 0.07
Spun Yarn MT 2009 43768 Spdl 577 26.59 9,185 60 3.89 9,271 454.55 551 28.72
MT 2008 60664 Spdl 580 15.60 11,261 85 4.66 11,349 479.50 577 26.59
Cloth 000Mtr 2009 106 looms 1,489 21.94 3,646 — — 4,049 96.19 1,086 18.87
000Mtr 2008 107 looms 1,407 18.36 4,792 — — 4,710 98.61 1,489 21.94
Carbon Black MT 2009 230,000 4,962 18.79 202,076 — — 203,827 1,183.66 3,211 16.82
MT 2008 230,000 4,476 17.37 215,103 — — 214,617 941.08 4,962 18.79
Lightning & Surge Arrestors NOS. 2009 25,000 7,976 0.23 — — — 1,768 0.18 6,208 —
NOS. 2008 25,000 7,285 0.60 9,808 — — 9,117 18.11 7,976 0.23
Liquid Argon ‘000 SM3 2009 3,000 91 0.44 1,561 — — 1,540 6.33 112 0.34
‘000 SM3 2008 3,000 73 0.26 1,284 — — 1,266 5.09 91 0.44
Urea MT 2009 2620 per day 16,023 11.07 1,069,691 — — 1,072,891 1,107.94 12,823 10.41
MT 2008 2620 per day 5,337 3.21 880,991 — — 870,305 695.09 16,023 11.07
The Installed Capacity is as Certified by the Management and licensed capacity is not given as licensing has been abolished.
@ Turnover quantity includes captive consumption, damages, sample sales and shortages, and value includes Export benefits.
* Garment production includes items produced on job work basis by outside parties and purchases.
** Includes Nil (Previous Year : Rs 8.70 Crores) of inventories acquired on amalgamation.
(113)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-III (Contd.)
Current Year Previous Year
MT Rs. Crores MT Rs. Crores
b) Raw Materials Consumed:
* It is not practicable to furnish quantitative information in view of the large number of item which differ in size
and nature, each being less than 10% in value of the total.
(114)
CMYK
SCHEDULES
SCHEDULE 19 (Contd.)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
ANNEXURE-III (Contd.)
e) Value of Imported and Indigenous Raw Materials,
Spare Parts and Components consumed and percentage
thereof to the total consumption:
Raw Materials: Percentage Percentage
Imported 61.00% 1,416.52 59.49% 1,114.88
Indigenous 39.00% 905.48 40.51% 759.14
2,322.01 1,874.02
(115)
CMYK
Rs. Crores
(I) Primary Segments — Business Garments Rayon (Includes Carbon Black Insulators Textiles (Includes
Caustic Soda and Spun Yarns and
Allied Chemicals) Fabrics)
Current Previous Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year Year Year
a) Segment Revenue #
Sales to External Customers
including Export Benefits but Net of
Excise Duty 906.43 825.71 537.11 475.97 1,095.64 863.84 424.89 398.86 572.04 595.96
Inter-Segment Revenue — — — — — — (0.07) — 1.17 4.39
Total Segment Revenue 906.43 825.71 537.11 475.97 1,095.64 863.84 424.82 398.86 573.21 600.35
b) Segment Result (PBIT) (48.54) 35.08 89.82 91.52 24.69 130.32 108.40 122.53 32.69 48.69
Less: Interest and Finance Charges *
Add: Unallocable income Net of
Unallocable Expenditure
Profit before Tax and
Exceptional Items
Exceptional Items:
(Gain)/Loss on Long Term Strategic
Investments/Transfer of Business (Net)
Profit before Tax
Provision for Current Tax
Provision for Deferred Tax
Provision for FBT
Provision for Tax for earlier years
written back
Profit after Tax
c) Carrying Amount of Segment Assets 681.96 652.95 513.39 526.79 938.63 856.12 326.74 288.16 411.11 431.01
Unallocated Assets
STANDALONE FINANCIAL STATEMENTS
Total Assets
d) Carrying Amount of Segment
Liabilities 270.32 181.70 76.50 73.10 185.54 188.60 62.40 48.19 65.99 71.68
Unallocated Liabilities
Total Liabilities
e) Cost incurred to acquire Segment 106.89 41.27 34.66 21.66 16.10 148.37 26.96 14.67 30.62 71.84
Fixed Assets during the year
Unallocated Assets
f) Depreciation/Amortisation 50.21 32.07 33.14 32.90 25.05 22.26 14.37 13.73 21.51 19.21
Unallocated Depreciation
* Interest and finance charges exclude interest of Rs. 0.22 Crores ( Previous Year 4.16 Crores) on Financial Services Business, since it is
considered as an expense for deriving Segment Result.
(116)
CMYK
Rs. Crores
(I) Primary Segments — Business Fertilisers Financial Service Gross Total Inter-Segment Net Total
Elimination
Current Previous Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year Year Year
a) Segment Revenue #
Sales to External Customers
including Export Benefits but Net of
Excise Duty 1,249.76 787.46 0.31 5.27 4,786.18 3,953.07
Inter-Segment Revenue — — — — 1.10 4.39
Total Segment Revenue 1,249.76 787.46 0.31 5.27 4,787.28 3,957.46 (1.10) (4.39) 4,786.18 3,953.07
b) Segment Result (PBIT) 209.74 84.45 (8.54) (2.44) 408.26 510.15 — — 408.26 510.15
Less: Interest and Finance Charges * 257.19 174.86
Add: Unallocable income Net of 11.24 (21.46)
Unallocable Expenditure
Profit before Tax and 162.30 313.83
Exceptional Items
Exceptional Items:
(Gain)/Loss on Long Term Strategic — (0.73)
Investments/Transfer of Business (Net)
Profit before Tax 162.30 314.56
Provision for Current Tax 76.95 78.14
Provision for Deferred Tax (21.05) 25.24
Provision for FBT 4.12 3.86
Provision for Tax for earlier years
written back (35.15) (35.75)
Profit after Tax 137.43 243.07
c) Carrying Amount of Segment Assets 681.13 617.82 14.68 15.80 3,567.64 3,388.65 — — 3,567.64 3,388.65
Unallocated Assets 6,006.95 4,271.41
(117)
CMYK
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009
Rs. Crores
PARTICULARS 31-Mar-2009 31-Mar-2008
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax 162.30 314.56
Adjustments for:
Depreciation 166.07 141.20
Provision for Bad, Doubtful Debts and
Advances (Net) (3.32) 2.33
Diminution in the Value of Fertiliser Bonds 5.11 3.16
Interest Expenses (Net) 257.41 179.02
Employee Stock Options Outstanding 1.29 0.71
(Profit)/Loss on Fixed Assets Sold (0.64) (7.18)
(Profit)/Loss on Sale of Investments (6.87) (1.19)
Dividend Income (16.81) (4.23) 313.82
402.24
Exceptional Items:
(Gain)/Loss on Sale of Rajashree Syntex Unit — (0.73)
OPERATING PROFIT BEFORE WORKING
CAPITAL CHANGES 564.54 627.65
Decrease/(Increase) in Trade and Other
Receivables (151.55) (146.88)
Decrease/(Increase) in Inventories 29.00 (258.47)
Increase/(Decrease) in Trade and
Other Payables 85.36 (37.19) 102.52 (302.83)
(118)
CMYK
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009
Rs. Crores
PARTICULARS 31-Mar-2009 31-Mar-2008
Notes:
1) Cash and Cash Equivalents include:
Cash, Cheque in Hand and Remittance in transit 6.34 8.99
Balance with Banks 83.47 88.16
89.81 97.15
2) Previous year’s figures have been regrouped/rearranged to confirm to the current year’s presentation, whenever
necessary.
(119)
CMYK
V Generic Names of Three Principal Products/Services of Company (as per Monetary Terms)
Item Code No. (ITC Code) Product Description
6 2 0 0 0 0 Garments
3 1 0 2 1 0 0 0 Urea
(120)
CMYK
1. We have audited the attached Consolidated Balance Sheet of Aditya Birla Nuvo Limited (“the Company”) and its Subsidiaries
(“the Group”), Joint Ventures and Associates as at March 31, 2009 and also the Consolidated Profit and Loss Account and the
Consolidated Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility
of the Company’s management and have been prepared by the management on the basis of separate financial statements and
other financial information regarding components. Our responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
3. We report that the Consolidated Financial Statements (“CFS”) have been prepared by the Company in accordance with the
requirements of Accounting Standard (“AS”) 21 Consolidated Financial Statements, AS 23 Accounting for Investments in Associates
in Consolidated Financial Statements and AS 27 Financial Reporting of Interests in Joint Ventures, issued by the Institute of
Chartered Accountants of India.
4. Included in these CFS are assets of Rs. 6,145 Crores, revenues of Rs.790 Crores, and net cash outflows of Rs.18 Crores, of CFS of IDEA
Cellular Limited, a Joint Venture as mentioned in Notes No.4(v) of schedule 19B, are unaudited and our opinion, in so far as it relates to
the amounts included in respect of this entity, is based solely on management certification.
5. Included in these Consolidated Financial Statements (CFS) are Assets of Rs. 11,871 Crores as at March 31, 2009, revenues of
Rs.8,974 Crores and net cash outflow of Rs.762 Crores for the year then ended, which have not been jointly audited by us. These
have been audited by either of us singly or jointly with others or by other auditors whose reports have been furnished to us, and
our opinion, in so far as it relates to the amounts included in respect of these entities, is based solely on reports of those
respective auditors.
6. Without qualifying our opinion, attention is invited to note 4(iii) of Schedule 19B of the Notes to Accounts. As detailed in the said
note, Idea Cellular Limited has filed the scheme of arrangement with the stock exchanges which includes proposed adjustment
of non-compete fees paid to the erstwhile promoters of Spice Communications Limited against securities premium account with
the approval of High Court. In view of the above, the Group’s share of non-compete fees amounting to Rs.36.98 Crores for the year
ended March 31, 2009 have not been amortised.
7. The actuarial valuation of liabilities of Birla Sunlife Insurance Company Limited (BSCL) for policies in force is responsibility of the
BSCL’s appointed actuary. The auditors of BSCL have relied on the appointed actuary’s certificate in this regard.
8. Subject to para 4 above, and based on our audit and on consideration of reports of other auditors on separate financial statements
For Khimji Kunverji & Co. For S.R. Batliboi & Co.
Chartered Accountants Chartered Accountants
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CMYK
5,894.42 4,032.87
Minority Interest 179.25 174.41
Loan Funds:
Secured Loans 3 5,033.06 4,463.47
Unsecured Loans 4 3,860.90 2,184.39
8,893.96 6,647.86
APPLICATION OF FUNDS
Fixed Assets:
Goodwill on Consolidation 3,422.57 2,571.04
Gross Block 5 10,201.55 8,536.34
Less: Accumulated Depreciation 4,087.26 3,529.86
6,665.79 5,447.80
Investments:
Life Insurance Policyholders’ Investment 6A 8,701.36 6,470.47
Other Investments 6B 2,381.04 849.71
11,082.40 7,320.18
Non-Compete Fee 146.96 —
Deferred Tax Assets 2.18 —
Current Assets, Loans & Advances:
Inventories 7 834.80 834.74
Sundry Debtors 8 1,343.58 1,195.65
Cash & Bank Balances 9 1,534.37 793.99
Interest Accrued on Investments 19.64 13.01
Loans & Advances 10 1,907.67 1,858.34
CONSOLIDATED FINANCIAL STATEMENTS
5,640.06 4,695.73
Less: Current Liabilities & Provisions: 11
Current Liabilities 2,907.87 2,293.11
Provisions 142.42 149.76
3,050.29 2,442.87
(122)
CMYK
CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009
Rs. Crores
Year Ended Year Ended
Schedule 2008-09 2007-08
INCOME
Gross Sales 12A 14,415.30 11,462.91
Less: Excise Duty 214.86 213.31
Net Sales 14,200.44 11,249.60
Other Operating Income
- Investment Income/(Loss) on Life Insurance Policyholders’ Fund (670.66) 487.30
- Others 12B 113.41 124.21
Net Income from Operations 13,643.19 11,861.11
Other Income 13 167.29 74.29
13,810.48 11,935.40
EXPENDITURE
(Increase)/Decrease in Stocks 14 (48.70) (93.22)
Cost of Materials 15 2,704.96 2,192.20
Salaries, Wages and Employee Benefits 16 2,396.67 1,995.82
Manufacturing, Selling and Other Expenses 17 5,769.79 3,990.72
Change in Valuation of Liability in respect of
Life Insurance Policies in force 2,215.29 2,748.62
13,038.01 10,834.14
APPROPRIATIONS
Proposed Dividend on Equity Shares 38.00 54.63
}
Basic Earnings Per Share - Rs. (45.73) 15.95
Dilutive Earnings Per Share - Rs. (Refer Note 15 of Schedule 19) (45.73) 15.94
(Face Value of Rs. 10/- each)
Significant Accounting Policies and Notes on Accounts 19
Schedules referred to above form an integral part of the Profit and Loss Account
As per our attached Report of even date
For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. DR. BHARAT K. SINGH Directors: TARJANI VAKIL
Chartered Accountants Chartered Accountants Managing Director P. MURARI
G. P. GUPTA
ADESH GUPTA B. R. GUPTA
Per SHIVJI K. VIKAMSEY Per HEMAL SHAH Wholetime Director & CFO
Partner Partner
M. No. 2242 M. No. 42650 DEVENDRA BHANDARI
Company Secretary
Mumbai, April 28 , 2009
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CMYK
SCHEDULES
SCHEDULE 1 Rs. Crores
As at As at
EQUITY SHARE CAPITAL Numbers 31-Mar-2009 31-Mar-2008
Issued, Subscribed & Paid-up:
Equity Shares of Rs. 10/- each, fully paid-up 95,009,290 95.01 95.01
Previous Year (95,008,050)
95.01 95.01
SCHEDULE 1A
PREFERENCE SHARE CAPITAL
7% Compulsory Convertible Cumulative Shares of Rs. 10/- each,
fully paid-up of Birla Global Finance Company Limited 25,000,000 25.00 25.00
Previous Year (25,000,000)
7.5 % Compulsory Convertible Cumulative Shares of Rs. 10/- each,
fully paid-up of Birla Global Finance Company Limited NIL — 25.00
Previous Year (25,000,000)
Compulsory Convertible Preference Shares of Rs. 10/- each,
fully paid-up of Aditya Birla Telecom Ltd.
(Subsidiary company of Idea Cellular Limited) 520,058 0.52 —
Previous Year (NIL)
25.52 50.00
SCHEDULE 2
RESERVES & SURPLUS Rs. Crores
Addition/(Deletion)
on Stake Change/
31-Mar-2008 Addition Amalgamation Deletion 31-Mar-2009
Capital Reserve on Consolidation 41.84 — (6.74) — 35.10
Capital Reserve 2.86 1.58 — — 4.44
Capital Fund 0.01 — — — 0.01
Capital Redemption Reserve 8.75 — — — 8.75
Debenture Redemption Reserve — 16.28 — — 16.28
Securities Premium Account 2,057.18 2,729.51 (424.93) — 4,361.76
General Reserve 2,002.24 13.75 — — 2,015.99
Investment Reserve 19.95 — — — 19.95
Special Reserve 5.98 6.55 — — 12.53
Credit/(Debit) Fair Value Change Account 0.01 — — — 0.01
Amalgamation Reserve 4.14 — (3.06) — 1.08
Employee Stock Options Outstanding 2.73 5.60 (0.55) 0.84 6.94
Foreign Currency Translation Reserve 7.24 13.80 — — 21.04
Surplus as per Profit and Loss Account (642.48) — 50.37 515.29 (1,107.40)
3,510.45 2,787.07 (384.91) 516.13 5,396.48
Previous Year’s Figures 3,026.29 614.22 (35.00) 95.06 3,510.45
Rs. Crores
As at As at
31-Mar-2009 31-Mar-2008
CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE 3
SECURED LOANS
Non-Convertible Debentures 110.00 —
Loans from Banks 3,974.30 3,779.01
Finance Lease Liability 79.85 50.70
Other Loans:
Deferred Sales Tax Loan 87.50 81.00
Others 781.41 552.76
5,033.06 4,463.47
SCHEDULE 4
UNSECURED LOANS
Fixed Deposits 3.51 3.45
Commercial Paper 1,525.00 260.00
Short Term Loans from:
Banks 559.28 1,043.48
Others 674.30 469.56
Other Loans :
Banks 661.19 352.05
Others 437.62 55.85
3,860.90 2,184.39
(124)
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SCHEDULE 5
FIXED ASSETS Rs. Crores
Gross Block Depreciation/Amortisation Net Block
Addition/ Addition/
Deletion on Deletion on
Foreign Stake Deduc- Foreign Stake Deduc-
Exchange Change/ Additions tions/ Exchange Change/ tions/
SCHEDULES
As at Translation Amalga- for the Adjust- As at Upto Translation Amalga- For the Adjust- As at As at As at
31-Mar-08 Difference mation Year ments 31-Mar-09 31-Mar 08 Difference mation Year ments 31-Mar-09 31-Mar-09 31-Mar-08
Tangible Assets
Land:
Freehold 13.00 — (0.28) 0.45 — 13.17 — — — — — — 13.17 13.00
Leasehold 35.58 — (1.00) 0.54 0.13 34.99 3.82 — (0.35) 0.51 0.10 3.88 31.11 31.76
Railway Siding 5.84 — — — — 5.84 5.43 — — 0.12 — 5.55 0.29 0.41
Buildings 322.61 — 1.99 8.34 0.75 332.19 70.31 — (0.09) 9.62 0.17 79.67 252.52 252.30
Leasehold Improvements 172.20 7.85 0.98 20.61 44.42 157.22 68.95 2.66 0.42 22.72 15.72 79.03 78.19 103.25
Plant & Machinery 6,007.17 0.33 (378.29) 1,887.30 106.77 7,409.74 2,388.00 0.11 (53.71) 465.90 95.33 2,704.97 4,704.77 3,619.17
(125)
Furniture, Fixtures & Equipment 700.75 30.50 37.04 168.73 23.65 913.37 444.41 19.76 18.84 109.66 15.78 576.89 336.48 256.34
Vehicles & Aircraft 53.11 — (2.24) 19.27 8.48 61.66 18.81 — (1.06) 10.91 3.70 24.96 36.70 34.30
Livestock 0.01 — — — — 0.01 0.01 — — — — 0.01 — —
Intangible Assets
Entry/Licence Fees 913.91 3.76 (50.42) 23.27 — 890.52 332.36 0.64 0.07 34.35 — 367.42 523.10 581.55
Goodwill 25.95 — — — — 25.95 5.47 — — 0.05 — 5.52 20.43 20.48
Trademark/Brands/
Technical Know-how 194.50 — 1.84 9.53 — 205.87 129.38 — 1.84 20.47 — 151.69 54.18 65.12
Software 91.71 — 7.39 52.03 0.11 151.02 62.91 — 3.00 21.87 0.11 87.67 63.35 28.80
Total 8,536.34 42.44 (382.99) 2,190.07 184.31 10,201.55 3,529.86 23.17 (31.04) 696.18 130.91 4,087.26 6,114.29 5,006.48
Previous Year 6,552.77 0.42 — 2,159.41 176.26 8,536.34 3,156.66 (0.14) — 525.15 151.81 3,529.86 5,006.48
SCHEDULES
Rs. Crores
As at As at
31-Mar-2009 31-Mar-2008
SCHEDULE 6
INVESTMENTS
A. Life Insurance Policyholders’ Investment
LONG TERM INVESTMENTS
QUOTED
Government Securities/Bonds 760.68 533.59
Debentures/Bonds 1,400.41 804.41
Equity 2,649.84 2,253.15
Other Investments 1,752.06 1,188.77
UNQUOTED
Other Investments 15.11 —
CURRENT INVESTMENTS
QUOTED
Government Securities/Bonds 114.79 2.91
Debentures/Bonds 225.41 249.04
Other Investments 105.87 277.53
UNQUOTED
Mutual Funds 74.62 279.22
Other Investments 1,602.57 881.85
8,701.36 6,470.47
B. Other Investments
LONG TERM INVESTMENTS
QUOTED
Government Securities/Bonds 132.83 147.19
Debentures/Bonds 30.27 10.15
Mutual Funds
Equity 201.54 57.71
Other Investments 67.89 81.52
UNQUOTED
Government Securities/Bonds β β
Mutual Funds 8.40 0.01
Equity 2.44 20.59
Other Investments 15.01 15.01
CONSOLIDATED FINANCIAL STATEMENTS
CURRENT INVESTMENTS
QUOTED
Government Securities/Bonds 93.67 64.65
Debentures/Bonds 20.19 10.00
Other Investments 25.70 16.18
UNQUOTED
Mutual Funds 1,726.38 359.18
Other Investments 56.72 67.52
2,381.04 849.71
Total Investments 11,082.40 7,320.18
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SCHEDULES
Rs. Crores
As at As at
31-Mar-2009 31-Mar-2008
SCHEDULE 7
INVENTORIES
Finished Goods 326.96 285.44
Stores and Spares 91.27 90.27
Raw Materials 345.76 392.37
Packing Materials 3.89 3.36
Material-in-Process 66.62 63.21
Waste/Scrap 0.30 0.09
834.80 834.74
SCHEDULE 8
SUNDRY DEBTORS *
(Unsecured, considered good except otherwise stated)
Due for period exceeding six months 27.30 28.73
Others 1,316.28 1,166.92
1,343.58 1,195.65
* Includes subsidy receivable from Govt. of India Rs. 305.77 Crores (Previous Year: Rs. 210.39 Crores).
SCHEDULE 9
CASH & BANK BALANCES
Cash and Cheques in Hand and Remittances in Transit 176.55 166.85
Balances with Scheduled Banks:
Current Accounts 231.14 125.92
Deposit Accounts 1,110.44 400.84
Balances with Non-Scheduled Banks:
On Current Account 16.18 100.34
On Deposit Account 0.06 0.04
1,534.37 793.99
SCHEDULE 10
LOANS & ADVANCES
(Unsecured, considered good except otherwise stated)
Bills of Exchange 97.03 125.06
Loans against Collateral Security 345.96 741.16
Advances recoverable in cash or in kind or for value to be received 641.52 583.36
Fertilisers Bonds 37.45 47.46
Deposits 605.01 305.49
Balances with Central Excise, Customs and Port Trust, etc. 66.44 40.15
Taxation (Net of Provisions) 114.26 15.66
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SCHEDULES
Rs. Crores
Year Ended Year Ended
2008-09 2007-08
SCHEDULE 12
INCOME FROM OPERATIONS
A. SALES
Revenue from Sale of Products 5,076.61 4,229.45
Income from Services 4,676.62 3,814.28
Life Insurance Premium 4,414.27 3,223.07
Income from Financial Services 247.80 196.11
14,415.30 11,462.91
B. OTHER OPERATING INCOME
Scrap Sales 8.91 7.50
Export Incentives 50.09 51.47
Licence Fees and Royalties 1.96 2.44
Insurance Claim 3.83 20.63
Government Grant 0.96 3.10
Power and Steam Sales 42.75 33.95
Carbon Credit 4.61 4.92
Miscellaneous — Other Operating Income 0.30 0.20
113.41 124.21
SCHEDULE 13
OTHER INCOME
Dividends on Long Term Investments 7.15 5.53
Dividends on Current Investments 4.12 5.60
Profit/(Loss) on Sale of Investments (Net):
Long Term 0.85 —
Current 89.91 17.91
Investment Income - Life Insurance Shareholders’ Fund 34.24 23.02
Miscellaneous Income - Life Insurance Policyholders’ Fund 17.08 10.02
Miscellaneous Income 13.94 12.21
167.29 74.29
SCHEDULE 14
(INCREASE)/DECREASE IN STOCKS
Closing Stocks:
CONSOLIDATED FINANCIAL STATEMENTS
(128)
CMYK
SCHEDULES
Rs. Crores
Year Ended Year Ended
2008-09 2007-08
SCHEDULE 15
COST OF MATERIALS
Raw Material Consumption 2,444.12 2,004.42
Purchase of Finished Goods 260.84 187.78
2,704.96 2,192.20
SCHEDULE 16
SALARIES, WAGES AND EMPLOYEE BENEFITS
Payments to and Provisions for Employees:
Salaries, Wages and Bonus 2,202.36 1,819.67
Contribution to Provident and Other Funds 52.88 49.13
Welfare Expenses 135.81 125.34
Employee Compensation under ESOP 5.62 1.68
2,396.67 1,995.82
SCHEDULE 17
MANUFACTURING, SELLING AND OTHER EXPENSES
Consumption of Stores & Spares 187.41 177.03
Power & Fuel 701.49 438.82
Processing Charges 73.04 74.07
Tele-Service Charges 848.44 577.94
Connectivity Charges 114.46 86.03
Commission to Selling Agents 677.49 545.49
Brokerage & Discounts 31.64 30.26
Advertisement 359.57 269.56
Transportation & Handling Charges (Net) 65.12 45.49
Other Selling Expenses 372.65 197.27
Benefits Paid (Insurance Business) 646.44 429.68
Auditors’ Remuneration 6.67 4.44
Bad Debts and Provisions for Doubtful Debts & Advances (Net) 19.12 11.22
Repairs & Maintenance:
Buildings 7.62 9.36
Plant & Machinery 125.32 84.68
Others 74.08 58.75
Rent 352.42 209.98
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SCHEDULES
SCHEDULE 19
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
I ACCOUNTING CONVENTION
The Consolidated Financial Statements (CFS) comprises the financial statement of Aditya Birla Nuvo Ltd.
(“Company”) and its Subsidiaries, Joint Ventures and Associates (hereinafter referred to as “Group Companies” and
together as “Group”). The financial statements of the Group have been prepared under the historical cost convention
on an accrual basis in compliance with material aspect of the Notified Accounting Standards by Companies
Accounting Standard Rules, 2006 and in case of Birla Sun Life Insurance Company Limited (BSLI) guidelines issued
by Insurance Regulatory and Development Authority.
II ACCOUNTING ESTIMATES
The preparation of Financial Statements requires management to make estimates and assumption that affect
reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial
statements and the results of operations during the reporting period end. Although these estimates are based
upon management best knowledge of current event and actions, actual results could defer from these estimates.
The financial statements of the Company and its subsidiary companies have been combined on a line-by-line
basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating
intra-group balances and transactions as per Accounting Standard (AS) 21 “Consolidated Financial Statements”
issued by the Institute of Chartered Accountants of India (ICAI).
Investments in Associate Companies have been accounted under the equity method as per AS 23 — “Accounting
for Investments in Associates in Consolidated Financial Statements”.
Interests in Joint Ventures have been accounted by using the proportionate consolidation method as per AS 27
— “Financial Reporting of Interests in Joint Ventures”.
The excess/deficit of cost to the Company of its investment over its portion of net worth in the consolidated
entities at the respective dates on which the investment in such entities was made is recognised in the CFS as
goodwill/capital reserve.
CONSOLIDATED FINANCIAL STATEMENTS
Entities acquired during the year have been consolidated from the respective dates of their acquisition.
IV FIXED ASSETS
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.
V DEPRECIATION/AMORTISATION
Fixed Assets
The Group provide depreciation on straight-line method over useful life estimated by management.
The rates of depreciation for fixed assets are not lower than the rates prescribed in Schedule XIV of the Companies
Act, 1956.
Fixed assets individually costing less than Rupees Five thousand are fully depreciated in the year of purchase.
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SCHEDULES
Intangible Assets are amortised as under:
Software 3 to 5 years
The Group does not amortise Goodwill and is tested for impairment as at Balance Sheet date.
VI 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 Profit and Loss Account in the year in which an asset is
identified as impaired. Reversal of impairment losses recognised in prior years is recorded when there is an
indication that the impairment losses recognised for the assets no longer exist or have decreased.
Borrowing costs attributable to acquisition and construction of qualifying assets are capitalised as a part of the
cost of such asset upto the date when such assets are ready for its intended use. Other borrowing costs are
charged to the Profit and Loss Account.
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. The resulting
exchange gain/loss is reflected in the Profit and Loss Account. 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.
Premium/Discount in respect of forward foreign exchange contract is recognised over the life of the contracts.
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) are recognised in the Profit and Loss Account.
In case of subsidiaries, the operation of which are considered as non-integral, all assets and liabilities are converted
XI DERIVATIVE INSTRUMENTS
Derivative financial instruments, such as forward exchange contracts, currency swaps and interest rate swaps, are
used to hedge risks associated with foreign currency fluctuations and interest rate. Currency and interest rate
swaps are accounted in accordance with their contract.
X INVESTMENTS
Investments are recorded at cost on the date of purchase, which includes brokerage and stamp duty, taxes, etc.
Current Investments are stated at lower of cost and fair value. Long term investments are stated at cost after
deducting provisions made, if any, for permanent diminution in the value.
Investments are made in accordance with the Insurance Act, 1938, the Insurance Regulatory and Development
Authority (Investment) Regulations, 2000, the Insurance Regulatory and Development Authority (Investment)
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SCHEDULES
(Amendment) Regulations, 2001, and various other circulars/notifications issued by the IRDA in this context from
time to time.
All debt securities are considered as ‘held to maturity’ and stated at amortised cost.
The discount or premium which is the difference between the purchase price and the redemption amount of the
securities is amortised and offset against interest income in the revenue account or the Profit and Loss Account,
as the case may be, on a straight-line basis over the remaining period to maturity of these securities.
Listed equity shares are valued and stated at fair value, being the last quoted closing prices on the National Stock
Exchange, at the Balance Sheet date. If the equity shares are not traded on the NSE then closing prices of the
Bombay Stock Exchange (BSE) is considered.
Unlisted equity shares are stated at historical cost. A provision is made for diminution, if any; in the value of these
shares to the extent that such diminution is other than temporary. Equity shares acquired through primary
markets and awaiting listing are valued at their issue prices.
XI INVENTORIES
Raw materials, components, stores and spares 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 and finished goods 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.
Proceeds in respect of sale of raw materials/stores are credited to the respective heads. Obsolete, defective and
unserviceable inventory is duly provided for.
Government grants are recognised when there is reasonable assurance that the same will be received. Revenue
grants are recognised in the Profit and Loss Account. Capital grants relating to specific fixed assets are reduced
from the gross value of the respective fixed assets. Other capital grants are credited to capital reserve.
CONSOLIDATED FINANCIAL STATEMENTS
Revenue from sale of products is recognised when the significant risks and rewards of ownership of the goods
have passed to the buyer.
Sales are recorded net of trade discounts, rebates and include excise duty.
Income from services are recognised as they are rendered based on agreements/arrangements with the concerned
parties. In case of fixed price contracts revenue is recognised on percentage of completion method and revenue
from time and materials contract is recognised as the services are provided. Maintenance income is accrued
evenly over the period of contract.
Amounts collected from customers prior to the performance of services are recorded as deferred revenue. These
advances are amortised to revenue in accordance with the Company’s policy on revenue recognition.
Income from Certified Emission Reductions (CERs) is recognised at estimated realisable value on confirmation of
CERs by the concerned authorities.
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SCHEDULES
Fertiliser price support under Group Concession and other Scheme of Government of India is recognised based
on management’s estimate taking into account known policy parameters and input price escalation/de-escalation.
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 are considered as single premium and are
unitised as prescribed by the regulations. This premium is recognised when the associated units are created.
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 are 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 subsequent periods as per the terms of the billing plans.
Income from Financial Services includes brokerage and fees on mutual fund units, bonds, fixed deposits and
IPOs, which is recognised when due, on completion of transaction. Management Fees from the schemes of the
mutual fund are accounted on an accrual basis as per SEBI Regulations. Advisory and portfolio management fees
are accounted on an accrual basis as per contractual terms with clients.
Stock and Commodity Brokerage Income is recognised on settlement basis of National Stock Exchange of India
Limited, The Bombay Stock Exchange Limited, Multi Commodities Exchange and National Commodity and
Derivative Exchange.
Dividend income on investments is accounted for when the right to receive the payment is established.
In case of Life Insurance Business maturity benefits are accounted for when due for payment. Surrenders,
deaths and other claims are accounted for, when notified. Claims payable include the direct costs of settlement.
Reinsurance recoverable thereon is accounted for in the same period as the related claim. Repudiated claims
disputed before judicial authorities are provided for based on management prudence considering the facts and
evidences available in respect of such claims.
With effect from August 1, 1999, the variable Licence Fee computed at prescribed rates of revenue share is being
charged to the Profit and Loss Account in the period in which the related revenue arises. Revenue for this
purpose comprises adjusted gross revenue as per the licence agreement of the licence area to which the licence
pertains.
The Group makes defined contribution to Provident Fund, ESI and Superannuation Schemes which are
recognised in the Profit and Loss Account on accrual basis.
The Group’s liabilities under Payment of Gratuity Act (funded), long term compensated absences and
pension are determined on the basis of actuarial valuation made at the end of each financial year using the
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SCHEDULES
projected unit credit method except for short term compensated absences, which are provided for on
based on estimates. Actuarial gains and losses are recognised immediately in the statement of Profit and
Loss Account 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 currency and terms of the Government bonds are consistent with the
currency and estimated terms of the defined benefit obligation.
The Group measures the compensation costs relating to employee stock options using the intrinsic value method.
The compensation cost is amortised on a straight-line basis over the total vesting period of the employee stock
options.
XVIII TAXATION
Provision for current tax is made on the basis of estimated taxable income for the current accounting year.
The deferred tax for timing differences between the book and tax profits for the year is accounted for, using the
prevailing enacted or substantially enacted tax rates and laws 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. Deferred tax assets in case of unabsorbed losses and unabsorbed depreciation are recognised
only if there is virtual certainty that such deferred tax asset can be realised against future taxable profits.
Fringe Benefit Tax is provided in accordance with the provisions of the Income Tax Act, 1961.
Leases where significant portion of risk and reward of ownership are retained by the Lessor are classified as
Operating Leases and Lease Rentals thereon are charged to Profit and Loss Account.
XX FINANCE LEASE
Finance lease, which effectively transfers to the Group substantially all the risks and benefits incidental to ownership
of the leased item, are capitalised at lower of fair value and present value of the minimum lease payments at the
inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance
charges and reduction of the lease liability based on implicit rate of return. Finance charges are charged directly
against income. Lease management fees, lease charges and other initial direct costs are capitalised.
CONSOLIDATED FINANCIAL STATEMENTS
Contingent Liabilities are possible but not probable obligation as on the Balance Sheet date, based on the
available evidence.
Department appeals in respect of cases won by the Group are also considered as Contingent Liabilities.
Provisions are recognised when there is a present obligation as a result of past event and it is probable that an
outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.
Provisions are determined based on best estimate required to settle the obligation at the Balance Sheet date.
(134)
CMYK
SCHEDULES
Annexure ‘A’ to Accounting Policies
Country of Proportion of Proportion of
Incorporation Ownership Ownership
Interest as on Interest as on
March 31, 2009 March 31, 2008
SUBSIDIARIES
Aditya Birla Financial Services Pvt. Ltd. (ABFSPL)
(w.e.f. November 4, 2008) India 100.00% —
Aditya Birla Capital Advisors Private Limited (ABCAPL)
(Subsidiary of ABFSPL) (w.e.f. November 4, 2008) India 100.00% —
Aditya Birla Customer Services Pvt. Ltd. (ABCSPL)
(Subsidiary of ABFSPL) (w.e.f. December 11, 2008) India 100.00% —
Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFSPL)
(w.e.f. November 4, 2008 and ceased to be a subsidiary w.e.f. March 13, 2009) India 100.00% —
Aditya Birla Trustee Company Private Limited (ABTCPL)
(Subsidiary of ABFSPL) (w.e.f. November 28, 2008) India 100.00% —
Aditya Birla Minacs Worldwide Ltd. (ABMWL) India 88.28% 88.28%
Transworks Inc. (TW Inc.) (100% Subsidiary of ABMWL) USA 88.28% 88.28%
Aditya Birla Minacs Philippines Inc. (ABMPI)
(100% Subsidiary of ABMWL) Philippines 88.28% 88.28%
AV TransWorks Ltd. (AVTL) (100% Subsidiary of ABMWL) Canada 88.28% 88.28%
Aditya Birla Minacs Worldwide Inc. (ABMWI) (100 % Subsidiary of AVTL)
(formerly known as Minacs Worldwide Inc.) Canada 88.28% 88.28%
Minacs Worldwide S.A. de C.V. (100% Subsidiary of ABMWI) Mexico 88.28% 88.28%
The Minacs Group (100% Subsidiary of ABMWI) USA 88.28% 88.28%
Minacs Limited (100% Subsidiary of ABMWI) UK 88.28% 88.28%
Minacs Worldwide GmbH (100% Subsidiary of Minacs Ltd.) Germany 88.28% 88.28%
Minacs Kft. (100% Subsidiary of Minacs GmbH) Hungary 88.28% 88.28%
Aditya Vikram Global Trading House Limited (AVGTHL) Mauritius 100.00% 100.00%
Apollo Sindhoori Capital Investments Limited (ASCIL)
(w.e.f. March 6, 2009) India 76.00% —
Apollo Sindhoori Commodities Trading Limited
(135)
CMYK
SCHEDULES
Country of Proportion of Proportion of
Incorporation Ownership Ownership
Interest as on Interest as on
March 31, 2009 March 31, 2008
521.39 432.42
(136)
CMYK
SCHEDULES
v) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage
of fertilisers dispatched was required to be supplied in Jute Bags upto 31.08.2001. The Company made conscious
efforts to use jute-packaging material as required under the Act. However, due to non-availability of material
as per the Company’s product specifications as well as due to strong customer resistance to use of Jute Bags,
the specified percentage could not be adhered to. The Company has received a show cause notice, against
which a writ petition has been filed with the High Court, which is awaiting hearing. The Company has been
advised that the said levy is bad in law.
vi) Idea Cellular Ltd., in which the Company has the largest shareholding, was originally a tripartite joint venture
between A.V. Birla Group, Tata Group and AT&T Group. With the exit of AT&T and the Tata Group, Idea is now
part of A.V. Birla Group. Prior to its exit, Tata Group had alleged that the A.V. Birla Group had committed
material breach of the Shareholder Agreement, and the Tata Group invoked the arbitration clause, pursuant to
which an Arbitral Tribunal has been constituted, which will take up the claims of the Tata Group and the
counter-claims of the A.V. Birla Group. When the Tata Group sold its shares in IDEA to the Company, they
claimed to have reserved certain rights under the Share Purchase Agreement, which contained a clause for
arbitration by the London Court of International Arbitration (LCIA). The Company along with another A. V. Birla
Group Company, has questioned the reservation and the LCIA is seized of the matter. The Company believes
that it has a strong case to counter the allegations of breach and it does not contemplate any liability to arise
on this matter.
3. The Actuarial liabilities are calculated in accordance the with accepted actuarial practice, requirements of the Insurance
Act, 1938, and regulations notified by the IRDA and Guidance Notes prescribed by the Institute of Actuaries of India.
4. i) In the current year, Idea Cellular Limited (IDEA), a Joint Venture company, has acquired from MCorp Global
Communications Private Limited (MCorp) their entire 40.8% stake in Spice Communications Limited (Spice).
Thereafter, a public offer was made; inter alia, by IDEA to the equity shareholders of Spice in accordance with
the provision of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997. As on date IDEA has acquired 41.09% of the total issued and paid-up equity share capital of
Spice. Accordingly, Spice has been consolidated as a Joint Venture with effect from 16th October, 2008, in the
accounts of the IDEA.
ii) IDEA has been granted UAS Licences by the Department of Telecommunication (DoT) for Punjab and Karnataka
Service Areas which overlap with operational UAS licences of Spice in respect of same Service Areas. Since
IDEA has decided to merge Spice into it, it has decided to de-merge its own UAS Licences for Punjab and
Karnataka through a court approved scheme of Arrangement to an eligible entity. Upon the scheme becoming
effective, the difference between the carrying values and the consideration for de-merger of these UAS Licences
is proposed to be adjusted against the balance in Securities Premium Account. These UAS Licences have
therefore, been carried at cost as on Balance Sheet date.
iii) IDEA has paid a non-compete fee of Rs. 543.98 Crores to MCorp in July 2008 pursuant to the Non-Compete
(137)
CMYK
SCHEDULES
5. The Company has acquired 3,10,24,000 fully paid-up equity shares representing 56% of the equity share capital of
Apollo Sindhoori Capital Investments Ltd. (“ASCIL”) for consideration of Rs. 178.80 Crores and also acquired further
20%, i.e., 1,10,80,000 equity shares of ASCIL through open offer under the SEBI (Substantial Acquisition of Shares
and Takeover) Regulations, 1997. The total cost for acquiring 4,21,04,000 equity shares is Rs. 251.62 Crores.
Consequently, the Company now holds 76% of equity share capital of ASCIL.
6. The Company has acquired 35,87,500 equity shares of Birla Sun Life Distribution Company Ltd. (BSDL) held by Sun
Life (India) Distribution Investments Inc., Canada, and therefore BSDL, has ceased to be a joint venture of the
Company and has become a wholly owned subsidiary of the Company w.e.f. March 31, 2009.
7. In accordance with the Members approval in the extra-ordinary general meeting of the Company, held on February
06, 2008, the Company has, on a preferential basis, issued 20,500,000 Warrants of Rs. 10/- each to the Promoter
and/or Promoter Group at a price of Rs. 2007.45. The holder of each warrant is entitled to apply for and obtain
allotment of 1 Equity Share against each warrant at any time after the date of allotment but on or before the
expiry of 18 months from the allotment in one or more tranches. As per SEBI Guidelines, the Company has received
an amount of Rs. 411.53 Crores equivalent to 10% of the price and Rs. 307.14 Crores (net of receipt of Rs. 34.13
Crores received on allotment of warrant) on exercise of 17,00,000 Share Warrants of Rs. 10/- each by the Promoter
and/or Promoter Group. Total amount of Rs. 718.67 Crores received from the preferential allotment of the warrants
have been fully utilised.
8. Deferred Tax (Assets)/ Liability at the period end comprise timing difference on account of:
Rs. Crores
Consolidated Consolidated
March 31, 2009 March 31, 2008
Depreciation 360.73 294.88
Expenditure/Provisions allowable (146.71) (68.69)
Total 214.02 226.19
Reflected as Deferred Tax Liabilities 216.20 —
Reflected as Deferred Tax Assets 2.18 —
Net Deferred Tax Liabilities 214.02 —
Deferred tax assets are not recognized on losses and unabsorbed depreciation in certain subsidiaries.
9. The Company’s proportionate share in the assets, liabilities, income and expenses of its Joint Venture companies
included in these consolidated financial statements are given below:
Rs. Crores
BALANCE SHEET FY 2009 FY 2008
CONSOLIDATED FINANCIAL STATEMENTS
SOURCES OF FUNDS
Equity Share Capital 846.54 850.12
Preference Share Capital 0.52 —
Reserves & Surplus (Refer detail below) 2,935.03 325.49
3,782.09 1,175.61
Loan Funds:
Secured Loans 1,768.27 1,689.40
Unsecured Loans 640.65 381.22
2,408.92 2,070.62
Deferred Tax Liabilities 26.54 23.52
Total Funds Employed 6,217.55 3,269.75
(138)
CMYK
SCHEDULES
Rs. Crores
BALANCE SHEET FY 2009 FY 2008
APPLICATION OF FUNDS
Fixed Assets:
Goodwill on Consolidation 606.72 1.94
Gross Block 5,755.74 4,459.40
Less: Accumulated Depreciation (1,635.98) (1,357.89)
Net Block 4,119.76 3,101.51
Capital WIP 405.09 329.76
Investments 561.28 199.59
Non-Compete Fee 146.96 —
Current Assets, Loans & Advances:
Inventories 14.08 8.78
Sundry Debtors 91.27 72.02
Cash & Bank Balances 838.11 160.39
Interest Accrued on Investments — —
Loans & Advances 494.93 273.32
1,438.39 514.51
Less: Current Liabilities & Provisions:
Current Liabilities 1,116.14 895.85
Provisions (55.49) (18.29)
1,060.65 877.56
Net Current Assets 377.74 (363.05)
Total Funds Utilised 6,217.55 3,269.75
Contingent Liability 124.17 94.04
Capital Commitment 420.62 648.23
(139)
CMYK
SCHEDULES
Rs. Crores
PROFIT & LOSS ACCOUNT FY 2009 FY 2008
Profit before Tax 274.12 358.48
Provision for Taxes 15.62 24.49
Net Profit 258.50 333.99
Proportionate Share in Reserves of Joint Ventures:
Amalgamation Reserve 17.39 20.45
Capital Reserve 38.22 44.96
Capital Fund 0.01 0.01
Capital Redemption Reserve — 1.41
Securities Premium Reserve 2,975.70 671.12
Employee Stock Options Outstanding 4.93 1.19
General Reserve 3.43 3.94
Surplus as per P/L Account (104.65) (417.59)
2,935.03 325.49
10. The following amount are included in the Miscellaneous expenses in Profit and Loss Account:
Rs. Crores
Particulars FY 2009 FY 2008
11. The CFS of Aditya Birla Minacs Worldwide Inc. and Financial Statement of Aditya Birla Minacs Philippines Inc. have
been prepared under Canadian and Philippines Generally Accepted Accounting Principles (GAAP) respectively.
They are restated as per Indian GAAP for the purpose of Consolidation.
CONSOLIDATED FINANCIAL STATEMENTS
12. AVGTHL and TW Inc. are considered as integral operations. In case of AVTL, ABMWI Consolidated Financial Statements
and Aditya Birla Minacs Philippines Inc., the operations are considered as non-integral.
On March 31, 2009, the Company disposed off its investment in wholly owned subsidiary BGFL Corporate Finance
Pvt. Ltd. for a total consideration of Rs. 1.51 Crores. Its carrying value as on that date was Rs. 2.56 Crores.
(140)
CMYK
SCHEDULES
14. Disclosure in respect of Related Parties pursuant to Accounting Standard-18
a) List of Related Parties
Associates
Birla Securities Limited
Key Management Personnel
Dr. Bharat K. Singh – Managing Director
Adesh Gupta – Wholetime Director
K. K. Maheshwari – Wholetime Director
Dr. Rakesh Jain – Joint Managing Director
S.K. Mitra – Wholetime Director (upto July 31, 2007)
Vikram D. Rao – Wholetime Director (upto January 31, 2009)
Relatives of Key Management Personnel
Usha Gupta (Wife of Adesh Gupta)
Sharda Maheshwari (Wife of K. K. Maheshwari)
Sushmita Mitra (Wife of S. K. Mitra) (upto July 31, 2007)
Vidya Rao (Wife of Vikram D. Rao) (upto January 31, 2009)
Enterprises having common Key Management Personnel
Tanfac Industries Limited
b) For transactions carried out with the related parties in the ordinary course of the business refer Annexure -I.
(141)
CMYK
SCHEDULES
16. Assets on Lease:
a) The details of finance lease payments payable and their Present Value of the Group as at the Balance Sheet
date:
Rs. Crores
Particulars Total Lease Present Value Interest
Charges Payable
i. Not later than one year 31.23 19.33 11.90
(30.12) (27.14) (2.98)
ii. Later than one year and not later five years 61.25 26.38 34.87
(24.91) (23.56) (1.35)
c) The Group has given certain Plant and Machinery (Storage Tank) on
non-cancellable operating lease.
The Gross carrying amount of the above referred assets 4.90 4.90
The accumulated depreciation for the above assets 1.59 1.36
CONSOLIDATED FINANCIAL STATEMENTS
The depreciation for the above assets for the year 0.23 0.23
The future minimum lease rental in respect of aforesaid lease is as follows:
i) Not later than one year 2.15 1.71
ii) Later than one year and not later than five years 8.70 2.53
iii) Later than five years — 0.46
17. a) In September, 2005, the Company had purchased 37.18 crores equity shares of IDEA Cellular Ltd. (IDEA) from
M/s. AT&T Cellular Pvt. Ltd, Mauritius, and paid consideration of US$ 150 Million without deduction of tax at
source after obtaining an order under Section 195(2) of the Income Tax Act from the Income Tax Department.
The Deputy Director of Income Tax (International Taxation), (DDIT) Mumbai, has issued order under Section
163(1) of the Income Tax Act dated March 25, 2009, treating the Company as an agent of New Cingular
Wireless Services Inc. for the sale of shares of IDEA by its subsidiary AT&T Cellular Private Limited, Mauritius.
The Company has challenged the order of DDIT before the appropriate authority and based on the opinion of
Tax Expert the Company is reasonably certain that no tax liability would devolve.
b) Interest earned from Financial Services Activity is included in Income from Operations.
(142)
CMYK
SCHEDULES
c) Govt. of India has notified the revised New Price Support scheme (NPS-III) for fertilizer on March 8, 2007 with
effect from October 1, 2006, and is in the process of fixing certain norms under the revised scheme. Pending
fixation of final price, the price support for the year has been accounted for provisionally, on an estimated
basis, inter alia, taking into account input price escalation/de-escalation and other claims.
For Derivatives outstanding as at Balance Sheet date and Foreign Currency exposure which are not hedged as at
Balance Sheet date refer Annexure-III.
Segments have been identified in line with the Accounting Standard on Segment Reporting (AS17), taking into
account the organizational structure as well as differential risk and returns of these segments.
Insulator Insulators
Financial Services Retail Asset Finance, Corporate Finance, Capital Market, Syndication, Insurance
Advisory, Asset Management, Brokerage Income, Stock and Commodity broking
The Group considers secondary segment based on revenues within India as Domestic Revenues and outside India
For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. DR. BHARAT K. SINGH Directors: TARJANI VAKIL
Chartered Accountants Chartered Accountants Managing Director P. MURARI
G. P. GUPTA
ADESH GUPTA B. R. GUPTA
Per SHIVJI K. VIKAMSEY Per HEMAL SHAH Wholetime Director & CFO
Partner Partner
M. No. 2242 M. No. 42650 DEVENDRA BHANDARI
Company Secretary
Mumbai, April 28 , 2009
(143)
CMYK
SCHEDULES
ANNEXURE - I
During the year following transactions were carried out with the related parties in the ordinary course of
business :
Rs. Crores
* Excluding Gratuity and Leave Encashment provision and Employee Compensation under ESOP.
(144)
CMYK
SCHEDULES
Rs. Crores
Transactions/Nature of Associates Enterprise Key Relatives Grand
Relationship having Management of Key Total
Common Key Personnel Management
Management Personnel
Personnel
Loans Granted Received Back
(including Inter - Corporate Deposits)
Mr. Adesh Gupta — — 0.01 — 0.01
— — (0.01) — (0.01)
— — 0.01 — 0.01
— — (0.01) — (0.01)
Outstanding Balances
as at 31.03.2009
Loan Granted — — 0.03 — 0.03
— — (0.04) — (0.04)
Amount Receivable against Debtors — — — — —
— (0.25) — — (0.25)
Deposits Receivable — — — 3.00 3.00
— — — (3.65) (3.65)
Investments 0.01 — — — 0.01
(0.01) — — — (0.01)
(145)
CMYK
SCHEDULES
ANNEXURE - II
Retirement Benefits
Rs Crores
FY 2009 FY 2008
a) The details of the Group’s defined benefit plans in respect of Gratuity
(funded by the Group):
Amounts recognized in the Balance Sheet in respect of gratuity
Present value of the funded defined benefit obligation at the end of the period 93.29 74.50
Fair value of plan assets 92.72 70.03
Net Liability/(Asset) 0.57 4.47
(146)
CMYK
SCHEDULES
Rs. Crores
FY 2009 FY 2008
Investment details of plan assets
Government of India Securities 13% 15%
Corporate Bonds 7% 9%
Special Deposit Scheme 0% 20%
Insurer Managed Fund 78% 55%
Others 3% 1%
Total 100% 100%
b) The details of the Group’s defined benefit plans in respect of the Gratuity
(unfunded by the group):
Amounts recognized in the Balance Sheet in respect of Gratuity
Present value of the funded defined benefit obligation at the end of the period 3.62 2.47
Amounts recognised in Salary, Wages and Employee Benefits in the
Profit and Loss Account in respect of Gratuity:
Current Service cost 0.98 0.82
Interest on Defined Benefit Obligations 0.21 0.18
Net Actuarial (Gain)/Loss recognised during the period 0.13 (0.29)
Net Gratuity Cost 1.32 0.71
(147)
CMYK
SCHEDULES
Rs Crores
FY 2009 FY 2008
c) The details of the Company’s defined benefit plans in respect of Pension for
its employees are given below:
Amounts recognized in the Balance Sheet in respect of Pension
(unfunded by the Company):
Present value of unfunded obligation at the end of the period 7.49 7.39
Fair Value of Plan Assets — —
Net Liabilities/( Asset) 7.49 7.39
The Guidance Note on implementation of AS-15 (Revised), “Employee Benefits” issued by the ICAI states that
Provident Fund set up by the employers, which requires interest shortfall to be met by the employer, needs to be
treated as defined benefits plan. The Group set up Provident Fund does not have existing deficit of Interest
shortfall. With regards to future obligation arising due to interest shortfall (i.e., government interest to be paid on
the Provident Fund scheme exceeding rate of interest earned on investment) pending issuance of the Guidance
Note from Actuarial Society of India, the Company’s actuary has expressed his inability to reliably measure the
Provident Fund liability.
(148)
CMYK
SCHEDULES
ANNEXURE - III
a) Derivatives : Outstanding as at Balance Sheet Date:
Foreign Amount in Foreign Currency Purpose
Currency 2009 2008
Currency and Interest Rate Swap JYen Buy 15,322,425,000 12,426,028,000 Hedging of Loan
Currency and Interest Rate Swap CAD Buy 20,321,000 20,321,000 Hedging of Loan
b) Foreign Currency exposure which are not hedged as at Balance Sheet Date:
Foreign Currency Receivable Payable Net
USD 13,578,998 122,842,097 -109,263,099
(45,956,752) (81,952,640) (-35,995,888)
HKD — — —
(1,724,985) (62,674) (1,662,311)
(149)
CMYK
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year Year Year Year Year Year Year
a) Segment Revenue #
Income from External
Customers 1,115.81 1,025.84 537.11 475.96 1,095.64 863.84 424.89 398.86 570.86 594.45 1,249.76 787.46 249.64 197.46
Inter-Segment Revenue — — — — — — (0.07) — 2.35 5.90 — — — —
Total Segment Revenue 1,115.81 1,025.84 537.11 475.96 1,095.64 863.84 424.82 398.86 573.21 600.35 1,249.76 787.46 249.64 197.46
b) Segment Result (PBIT) (227.37) 0.01 89.82 91.52 24.69 130.32 108.40 122.53 32.69 48.69 209.74 84.45 47.32 44.35
c) Carrying amount of
Segment Assets 1,047.60 996.04 513.39 526.79 938.63 856.13 326.74 288.15 411.11 431.01 681.13 617.82 1,260.27 1,164.95
Unallocated Assets
Total Assets
d) Carrying amount of
Segment Liabilities 368.84 249.98 76.50 73.10 185.54 188.60 62.40 48.19 65.99 71.68 94.51 86.55 928.66 857.97
Unallocated Liabilities
Total Liabilities
e) Cost incurred to
acquire Segment 187.72 95.08 34.66 21.66 16.10 148.37 26.96 14.67 30.62 71.84 1.96 72.92 16.33 3.70
Fixed Assets during
the Year
Unallocated Assets
CONSOLIDATED FINANCIAL STATEMENTS
f) Depreciation/
Amortisation 70.11 39.35 33.14 32.90 25.05 22.26 14.37 13.73 21.51 19.21 18.72 17.94 9.00 5.56
Unallocated Depreciation
* Interest and finance charges exclude interest of Rs. 67.50 Crores ( Previous Year: 58.01 Crores ) on Financial Services Business, since it is considered as an expense for deriving Segment
Result.
(150)
CMYK
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year Year Year Year Year Year Year
a) Segment Revenue #
Income from External
Customers 89.83 99.31 3,743.43 3,710.37 2,890.19 2,135.63 1,676.03 1,571.93 13,643.19 11,861.11
Inter–Segment Revenue 5.54 1.78 0.18 — — — 11.13 5.72 19.13 13.40
Total Segment Revenue 95.37 101.09 3,743.61 3,710.37 2,890.19 2,135.63 1,687.16 1,577.65 13,662.32 11,874.51 (19.13) (13.40) 13,643.19 11,861.11
b) Segment Result (PBIT) (2.62) 6.45 (686.56) (437.68) 474.46 476.34 (61.00) (26.48) 9.58 540.50 9.58 540.50
Less:-Interest and
Finance Charges* 556.62 367.01
Add:- Unallocable Income
(Net of Unallocable (0.55) (22.19)
Expenditure)
(Loss)/Profit before Tax
and Exceptional Items (547.59) 151.30
Loss/(Gain) due to
Exceptional Items 2.23 (0.73)
(Loss)/Profit before tax (549.82) 152.03
Provision for Current Tax 108.65 103.58
Provision for Deferred Tax (13.18) 45.57
Provision for FBT 15.65 11.84
Tax Provision for earlier
years written back (35.83) (35.13)
(Loss)/Profit before
Minority Interest (625.11) 26.17
Minority Interest (194.59) (124.61)
Net (Loss)/Profit (430.52) 150.78
c) Carrying amount of
Segment Assets 31.96 45.35 9,898.46 7,473.66 7,203.01 4,058.33 1,109.10 1,186.01 23,421.40 17,644.24 (73.72) (113.22) 23,347.68 17,531.02
Unallocated Assets 3,610.10 2,503.74
Total Assets 26,957.78 20,034.76
d) Carrying amount of
Segment Liabilities 12.55 13.73 9,490.95 7,089.02 1,033.34 840.22 164.92 180.42 12,484.20 9,699.46 (73.73) (113.22) 12,410.47 9,586.24
Unallocated Liabilities 8,473.63 6,225.62
Total Liabilities 20,884.10 15,811.86
e) Cost incurred to
acquire Segment 0.96 2.24 37.49 45.31 1,812.48 1,579.20 24.39 103.52 2,189.67 2,158.51 — — 2,189.67 2,158.51
Fixed Assets during
the Year
Unallocated Assets 0.40 0.87
(151)
CMYK
(152)
CMYK
Notes:
1) Cash and Cash Equivalents include:
Cash, Cheques in Hand and Remittance in transit 176.55 166.85
Balance with Banks 1,357.82 627.14
Total 1,534.37 793.99
2) Previous year’s figures have been regrouped/rearranged to confirm to the current year’s presentation, wherever necessary.
For KHIMJI KUNVERJI & CO. For S.R. BATLIBOI & CO. DR. BHARAT K. SINGH Directors: TARJANI VAKIL
Chartered Accountants Chartered Accountants Managing Director P. MURARI
G. P. GUPTA
ADESH GUPTA B. R. GUPTA
Per SHIVJI K. VIKAMSEY Per HEMAL SHAH Wholetime Director & CFO
Partner Partner
M. No. 2242 M. No. 42650 DEVENDRA BHANDARI
(153)
STATEMENT RELATING TO SUBSIDIARY COMPANIES
154
Aditya Birla Aditya Birla Aditya Birla Aditya Birla Aditya Birla Aditya Vikram Apollo Sindhoori Apollo Sindhoori BGFL Corporate Birla Global Birla Insurance Birla Sun Life
Finance Services Capital Advisors Customer Services Private Trustee Company Global Trading Capital Commodities Finance Private Finance Advisary and Insurance
Private Limited Private Limited Services Private Limited Private Limited 1 House Limited Investment Trading Limited Limited 2 Company Limited Broking Services Company Limited
Limited Limited Limited
US $ Rs.
in Lacs in Crores
The Financial year/ period
of the Subsidiary Company 4th Nov 2008 to 4th Nov 2008 to 11th Nov 2008 to 4th Nov 2008 to 4th Nov 2008 to 1st April 2008 to 6th March 2009 to 6th March 2009 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to
31st March 2009 31st March 2009 31st March 2009 13th March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 30th March 2009 31st March 2009 31st March 2009 31st March 2009
Extent of interest in
Subsidiary Company
Equity Share Capital 2.06 0.03 0.01 0.03 0.01 8.50 3.70 5.54 2.00 0.51 105.96 2.70 1,879.50
% Share held by
Aditya Birla Nuvo Ltd.
and its Subsidiaries 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 76.00% 100.00% 100.00% 100.00% 50.01% 74.00%
(154)
Accounts of the Company
(i) For the financial year
of the subsidiary 0.04 (0.01) (0.03) 0.00 (0.02) 0.07 1.33 (0.78) (0.21) 0.17 29.62 2.38 (519.58)
(ii) For the previous financial
years since it became the
subsidiary of the Company — — — — — 3.25 1.00 0 0 0.50 27.08 3.97 (656.63)
Additional
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Information u/s 212 (5) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
155
Birla Sun Life BSDL Laxminarayan Aditya Birla Madura Garment Madura Garments Madura Graments Madura Garment
Ditribution Insurance Investment Financial Shared International Exports Limted Exports, US inc. LifeStyle Retail
Company Ltd Advisory Limited Services Ltd. Brands Company Company Limited
Services Ltd Limited US $ Rs.
The Financial year/ period of the Subsidiary Company 31st March 2008 to 31st March 2008 to 1st April 2008 to 19th June 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to
31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009
Equity Share Capital 7.17 0.49 21.00 0.05 0.05 42.83 1.00 41.00 10.00
% Share held by Aditya Birla Nuvo Ltd. and its Subsidiaries 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Net aggregate amount of the profits /(losses) of the Subsidiary
Company for the period, so far as it concerns members of
Aditya Birla Nuvo Ltd.
Additional Information u/s 212 (5) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
(155)
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STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
156
MG Lifestyle Peter England PSI Data Birla Technologies Aditya Birla Transworks A V TransWorks Limited, Aditya Birla Aditya Birla Minacs Worldwide
Clothing Company Fashions and Systems Limited Minacs INC, USA Canada Minacs Phillippins INC Inc, Canada (Consolidated) 3 *
Pvt. Limited Retail Limited Limited Worldwide
Limited US$ in lacs Rs. in Crs. CAD in lacs Rs. in Crores PHP in lacs Rs. in Crores CAD in Millions Rs. in Crores
The Financial year/ period of the Subsidiary Company 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to
31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009
Equity Share Capital 0.50 10.00 7.55 9.80 2.35 2.00 0.97 1,270.00 511.33 969.23 10.17 90.39 363.94
% Share held by Aditya Birla Nuvo Ltd. and its Subsidiaries 100% 100.00% 76.89% 100.00% 88.28% 100.00% 100.00% 100.00% 100.00%
Net aggregate amount of the profits /(losses) of the Subsidiary
Company for the period, so far as it concerns members of
Aditya Birla Nuvo Ltd.
(156)
Notes :
1 Aditya Birla Securities Private Limited became subsidiary w.e.f. 4th November, 2008 and ceased to be subsidiary w.e.f. 13th March, 2009.
2 BGFL Corporate Finance Private Limited ceased to be subsidiary w.e.f. 31st March, 2009.
3 Aditya Birla Minacs Worldwide Inc, Canada (Consolidated) is converted at the average rate of exchange of CAD$ = Rs. 41.42 (Rate as on March 31, 2009 CAD$ = Rs. 40.26)
* For details of subsidiaries of Aditya Birla Minacs Worldwide Inc, Canada refer Annexure “1”
Mumbai, 28th April 2009 Managing Director Wholetime Director and CFO Company Secretary Directors
The Ministry of Company Affairs, Government of India vide its order No. 47/54/2009 - CL - III dated 21st May, 2009 issued under section 212 (8) of the Companies Act, 1956, has exempted the Company from
attaching the documents of subsidiaries of the Company on 31st March, 2009 under section 212(1) of the Companies Act, 1956. However, Annual Accounts of the subsidiary companies for the year ending on
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31st March, 2009 and the related detailed information will be made available to the investors of the company at any point of time. The annual accounts of the subsidiary companies are available for inspection by
any investor at the Registered Office of the Company and of the concerned subsidiary of the Company.
ANNEXURE ‘1’ OF STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
Annexure ‘1’ of statement 212(8) of the Companies Act,1956
157
Aditya Birla Minacs Minancs Kft.- Hungary Minancs Ltd. UK Minancs Worldwide Minancs Worldwide The Minancs Group
Worldwide Inc, Canada S.A. de C.V., Maxico GmbH, Germany (USA) Inc
CAD in lacs Rs. in Crores HUF in lacs Rs. in Crores GBP in lacs Rs. in Crores MXN in lacs Rs. in Crores EUR in lacs Rs. in Crores USD in lacs Rs. in Crores
The Financial Year/ Period of the Subsidiary Company 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to 1st April 2008 to
31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009 31st March 2009
Equity Share Capital 903.93 363.94 30.00 0.07 0.01 0.01 0.50 0.02 0.25 0.16 3.02 1.58
% Share held by Aditya Birla Nuvo Ltd. and its Subsidiaries 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
(i) For the Financial Year of the Subsidiary (222.50) (92.02) 105.37 0.27 0.67 0.53 — — 3.38 2.19 15.07 7.00
(i) For the Financial Year of the Subsidiary Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(157)
(ii) For the previous financial years since it became the
Subsidiary of the Company Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Additional Information u/s 212(5) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Converted at the average rate of exchange of CAD = Rs. 41.42 and US = Rs. 46.20 and GBP = Rs. 79.13, EURO = Rs. 64.82 and HUF = Rs. 0.222
As on March 31st, 2009, CAD = Rs. 40.26, US = Rs. 52.17 GBP = Rs. 74.16, EURO = Rs. 66.80, HUF= Rs. 0.2555 and MXN = Rs. 3.62)
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ANNEXURE ‘1’ OF STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
The particulars of Companies as required under section 212 (8) of the Companies Act, 1956 are as follows :
158
(Rs. in Crores unless otherwise stated)
Aditya Aditya Aditya Aditya Aditya Apollo Apollo BGFL Birla Birla Birla Birla
Birla Birla Birla Birla Vikram Sindhoori Sindhoori Corporate Global Insurance Sun Life Sun Life
Finance Capital Customer Trustee Global Capital Commodi- Finance Finance Advisory Insurance Ditribution
Services Advisors Services Company Trading Investment ties Limited Company and Company Company
Private Private Private Private House Limited Trading Limited Broking Limited Limited
Limited Limited Limited Limited Limited Limited Services
US$ Rs. Limited
in lacs in Crs.
Share Capital (Equity and Preference) 2.06 0.03 0.01 0.01 8.50 3.70 5.54 2.00 0.51 180.96 2.70 1,879.50 7.17
Total Assets (Fixed Assets + Current Assets) 4.46 0.03 0.00 0.34 11.93 6.08 124.41 14.11 7.65 1,011.79 7.42 730.09 18.19
Total Liabilities (Debts + Current Liabilities & Provisions) 2.43 0.01 0.03 0.35 0.12 0.06 81.00 12.79 5.11 800.89 3.58 9,490.95 15.45
Turnover 0.08 — — — 0.38 0.18 70.83 15.60 0.92 144.39 17.66 4,524.68 23.33
(158)
Profit before Taxation 0.06 (0.01) (0.03) (0.02) 0.07 1.33 1.30 0.74 0.22 43.66 6.64 (695.92) (8.97)
Provision for Taxation(Including FBT) 0.02 — — — — — 0.66 0.17 0.05 14.04 1.87 6.22 0.15
Profit after Taxation 0.04 (0.01) (0.03) (0.02) 0.07 1.33 0.64 0.57 0.17 29.62 4.77 (702.13) (9.12)
Proposed/Interim Dividend(including Dividend Tax) Nil Nil Nil Nil Nil Nil Nil Nil Nil 18.69 0.16 Nil Nil
(Including on Preference Share)
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STATEMENT PURSUANT TO SECTION 212(8) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
159
BSDL Laxmi- Aditya Madura Madura Madura Madura MG Peter PSI Data Birla
Insurance narayan Birla Garment Garments Garments Graments Lifestyle England Systems Techno-
Advisory Investment Financial Inter- Exports Exports, Life Style Clothing Fashion Limited logies
Services Limited Shared national Limted US Inc. Retail Company and Limited
Limited Services Brands Co. House Company Pvt. Retail
Limited Limited Limited Limited Limited Limited
US $ Rs.
Share Capital (Equity and Preference) 0.49 21.00 0.05 0.05 98.33 1.00 41 20.00 8.00 20.00 22.55 9.80
Reserves & Surplus (net of debit balance of profit & loss account and
miscellaneous expenditure to the extent not written off ) (1.91) 9.29 (0.04) (0.01) (96.98) — — (59.48) 1.51 (94.67) (20.18) (20.71)
Total assets (Fixed Assets+Current Assets) 2.51 25.06 0.02 0.05 207.45 1.00 41 59.68 68.45 47.68 32.91 5.00
Total Liabilities (Debts + Current Liabilities & provisions) 3.94 20.51 0.01 0.01 206.10 — — 99.16 58.94 122.35 41.80 15.91
Profit before Taxation (1.83) 3.57 (0.04) 0.01 (83.61) — — (48.64) (1.04) (79.52) (5.53) (0.92)
Provision for Taxation(Including FBT) 0.04 1.05 — — 0.22 — — 0.19 0.76 0.33 0.36 0.03
Profit after Taxation (1.87) 2.52 (0.04) 0.01 (83.83) — — (48.83) (1.79) (79.85) (5.89) (0.96)
(159)
Proposed / Interim dividend (including Dividend Tax) (including on Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Preference Shares)
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STATEMENT PURSUANT TO SECTION 212(8) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
160
Aditya Birla Transworks A V Tranworks Limited., Aditya Birla Minacs Aditya Birla Minacs Aditya Birla Minacs
Minacs Inc., USA Canada Philippines Inc., Worldwide Inc., Canada Worldwide Inc., Canada
Worldwide Philippines (Consolidated)
Limited
US $ in Lacs Rs. in Crores CAD in Lacs Rs. in Crores PHP in Lacs Rs. in Crores CAD in Lacs Rs. in Crores CAD in Lacs Rs. in Crores
Share Capital (Equity and Preference) 2.35 2.00 0.97 1,270.00 511.33 969.23 8.72 903.93 363.94 903.93 363.94
Reserves & Surplus (net of debit balance of profit & loss account and
miscellaneous expenditure to the extent not written off ) 253.16 2.01 1.06 (5.84) (2.35) (1,214.09) (12.74) (865.88) (348.59) (915.92) (368.77)
Total assets (Fixed Assets+Current Assets) 202.43 4.67 2.37 4.03 1.62 1.0441.38 10.96 1,107.64 445.96 672.35 270.70
Total Liabilities (Debts + Current Liabilities & provisions) 530.30 0.66 0.34 518.79 208.88 1,289.24 13.53 1,069.59 430.60 1,065.25 428.89
Turnover 233.73 1.32 1.27 16.32 6.76 1,404.40 14.18 3,488.50 1,444.79 1,945.45 805.72
Profit before Taxation (29.39) 0.02 0.66 (5.73) (2.37) (634.36 (6.41) (177.00) (73.31) (222.62) (92.07)
Provision for Taxation(Including FBT) 1.31 0.38 0.18 — — 0.04 0.00 21.15 8.76 (0.13) (0.05)
Profit after Taxation (30.71) (0.36) 0.48 (5.73) (2.37) (634.41) (6.41) (198.15 (82.07) (222.50) (92.02)
Proposed / Interim dividend (including Dividend Tax) (including on Nil Nil Nil Nil Nil Nil Nil — — — —
(160)
Preference Shares)
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STATEMENT PURSUANT TO SECTION 212(8) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
161
Minacs Kft., Hungary Minacs Ltd., UK Minacs Worldwide Minacs Worldwide The Minacs Group
S.A. de C.V., Maxico GmbH, Germany (USA) Inc., USA
HUF in Lacs Rs. in Crores GBP in Lacs Rs. in Crores MXN in Lacs Rs. in Crores EUR in Lacs Rs. in Crores USD in Lacs Rs. in Crores
Share Capital (Equity and Preference) 30.00 0.07 0.01 0.01 0.50 0.02 0.25 0.17 3.02 1.58
Reserves & Surplus (net of debit balance of profit & loss account and
miscellaneous expenditure to the extent not written off ) 548.93 1.22 1.84 1.36 (0.50) (0.02) 17.83 11.92 67.11 35.42
Total assets (Fixed Assets+Current Assets) 1,380.71 3.07 11.00 8.15 — — 23.05 15.40 362.99 189.79
Total Liabilities (Debts + Current Liabilities & provisions) 801.78 1.78 9.15 6.78 — — 5.08 3.39 292.86 152.80
Profit before Taxation 199.35 0.51 0.93 0.74 — — 4.56 2.95 31.33 14.48
Provision for Taxation(Including FBT) 93.98 0.24 0.26 0.21 — — 1.18 0.76 16.27 7.52
Profit after Taxation 105.37 0.27 0.67 0.53 — — 3.38 2.19 15.07 6.96
(161)
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STATEMENT PURSUANT TO SECTION 212(8) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
Other Assets
1. Bank Balances 407.22 407.22
2. Interest Accrued on Investments 119.99 119.99
3. Fund Charges (6.59) (6.59)
4. Outstanding Contract (Net) (40.90) (40.90)
(162)
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ANNEXURE ‘A’ OF STATEMENT U/S 212(8) OF THE COMPANIES ACT, 1956
As at As at
31st March, 31st March,
Face Value 2009
Face Value 2009
Number (Rupees) (Rupees)
Number (Rupees) (Rupees)
LONG TERM INVESTMENTS
(QUOTED) Essar Oil Limited 1 10 258
A) Equity ( Quoted) Firstsource Solutions Limited 10 10 316
ABB Limited 1 2 1,190 Future Capital Holdings Limited 1 10 557
Aban Offshore Limited 1 2 3,669 Gail India Limited 1 10 432
ACC Limited 1 10 778 GlaxosmithKline Pharmaceuticals Limited 1 10 898
Adani Enterprise Limited 1 1 920 Glenmark Pharmaceuticals Limited 1 1 672
AIA Engineering Limited 5 10 1,437 Gujarat Gas Company Limited 1 2 317
Alstom Projects India Limited 1 10 796 GMR Infrastructure Limited 1 2 150
Ambuja Cement Limited 1 2 119 Gujarat Narmada Valley Fertilisers Company Limited 5 10 564
Arvind Mills Limited 5 10 318 Godrej Industries Limited 1 1 290
Asian Paints India Limited 1 10 1,011 Gokaldas Exports Limited 1 5 235
Axis Bank Limited 1 10 1,017 Goldstone Infratech Limited 10 4 484
Bajaj Auto Limited 2 10 590 Gujarat Mineral Development
Bajaj Finserv Limited 2 5 591 Corporation Limited 2 2 366
Bajaj Holdings & Investments Limited 2 10 591 Gujarat NRE Coke Limited 1 2 118
Bank of Baroda 1 10 297 HCL Technologies Limited 1 2 315
Bank of India 1 10 337 HDFC Bank Limited 1 10 1,442
Bayer Corpscience Limited 1 10 309 Hero Honda Motors Limited 1 2 606
BEML Limited 1 10 1,412 Hindustan Copper Limited 1 5 315
BF Utilities Limited 1 10 1,903 Hindustan Petroleum Corporation Limited 1 10 261
Bharat Bijlee Limited 1 10 3,196 HTMT Global Solutions Limited 5 10 1,226
Bharat Electronics Limited 1 10 1,642 Hindustan Unilever Limited 1 1 192
Bharat Forege Limited 1 2 298 House of Pearl Fashions Limited 1 10 161
Bharat Heavy Electricals Limited 1 10 2,157 Housing Development &
Bharat Petroleum Corporation Limited 1 10 406 Infrastructure Limited 1 10 1,036
Bharti Airtel Limited 1 10 845 Housing Development Finance
Biocon Limited 2 5 430 Corporation Limited 2 10 1,148
Bombay Dyeing & Manufacturing Oracle Solutions Limited 5 5 2,815
(163)
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ANNEXURE ‘A’ OF STATEMENT U/S 212(8) OF THE COMPANIES ACT, 1956
As at As at
31st March, 31st March,
Face Value 2009 Face Value 2009
Number (Rupees) (Rupees) Number (Rupees) (Rupees)
LONG TERM INVESTMENTS
(QUOTE) (contd.) Reliance Communication Limited 2 5 1,030
Jaiprakash Associates Limited 1 2 368 Reliance Energy Limited 1 10 1,835
Jindal Steel & Power Limited 1 1 2,210 Reliance Natural Resources Limited 1 10 112
JSW Steels Limited 1 10 1,027 Reliance Petroleum Limited 1 10 190
Kesoram Industries Limited 2 10 818 Reliance Power Limited 1 10 419
Kewal Kiran Clothing Limited 1 10 305 Reliance Industries Limited 1 10 2,574
Kotak Mahindra Bank Limited 25 10 1,742 Religare Enterprises Limited 1 10 414
Koutons Retail India Limited 1 10 757 Rural Electrification Corporation Limited 1 10 120
Larson & Toubro Limited 2 2 2,950
Satyam Computers Limited 11 2 1,992
Lanco Infotech Limited 1 10 529
Siemens Limited 2 2 1,804
Madras Cements Limited 20 1 3,516
State Bank of India Limited 1 10 2,298
Mahindra & Mahindra Limited 1 10 646
Sesa Goa Limited 20 1 4,250
Maruti Suzuki India Limited 1 5 840
Max India Limited 5 2 769 Shoppers Stop Limited 1 10 416
Motilal Oswal Financial Services Limited 5 1 833 Steel Authority of India (SAIL) Limited 1 2 206
MRF Limited 1 10 4,815 Sterlite Industries (India) Limited 1 2 810
Mangalore Refinery & Petrochemicals Limited 5 10 449 Sun TV Network Limited 1 5 348
Mundra Port & Special Economic Zone Limited 1 10 808 Sundaram Finance Limited 2 10 623
Nagarjuna Fertilisers & Chemicals Limited 10 10 323 Sun Pharmaceutical Industries Limited 1 5 965
National Aluminium Company Limited 1 10 410 Suzlon Energy Limited 1 2 340
National Fertilizer Limited 10 10 563 Tata Consultancy Services Limited 1 1 849
Nestle India Limited 1 10 1,330 Tata Communication Limited (VSNL) 1 10 510
Neyveli Lignite Corporation Limited 1 10 142 Tata Chemicals Limited 5 10 1,386
NTPC Limited 1 10 214 Tata Motors Limited 1 10 667
Oil & Natural Gas Corporation Limited 1 10 994 Tata Power Company Limited 1 10 1,174
Pantaloon Retail India Limited 30 2 2,188 Tata Steel Limited 1 10 702
Pantaloon - EQ-DVR 3 2 — Tata Tea Limited 1 10 685
Pfizer Limited 1 10 653 Tata Teleservices (Maharashtra) Limited 10 10 237
Phillips Carbon Black Limited 10 10 511 Tech Mahindra Limited 1 10 959
STATEMENT RELATING TO SUBSIDIARY COMPANIES
(164)
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ANNEXURE ‘A’ OF STATEMENT U/S 212(8) OF THE COMPANIES ACT, 1956
As at
31st March, 2009
Number (Rupees)
UNQUOTED
Birla Cash Plus Institutional Premium Plan Daily Dividend Reinvestment 351,069 3,517,536
Total (C) 3,517,536
(165)
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ANNEXURE ‘A’ OF STATEMENT U/S 212(8) OF THE COMPANIES ACT, 1956
Reliance Fixed Horizon Fund - IX Series Inst. Growth Plan 2,500,000 2.50
CURRENT INVESTMENTS
LIC Liquid Fund-Growth Plan 638,822 1.03
Birla Sun Life Income Plus. Qtrly. Dividend Reinvestment 1,315,817 1.55
Birla Sun Life Dynamic Bond Fund-Retail Plan-Monthly Dividend 1,949,003 1.93
11.90
(166)
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NOTES
(167)
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NOTES
(168)
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ADITYA BIRLA NUVO & ITS SUBSIDIARIES/JVs
ADITYA BIRLA NUVO LIMITED : Viscose Filament Yarn, Garments, Carbon Black,
Fertilisers, Insulators, Textiles (Spun Yarn & Fabrics)
I) ADITYA BIRLA FINANCIAL SERVICES
Subsidiaries
Birla Sun Life Insurance Co. Ltd. : Life Insurance
[JV with Sun Life Financial Inc of Canada]
Birla Global Finance Co. Ltd. : NBFC / Fund Based Lending
Birla Insurance Advisory and Broking Services Ltd. : Non-life Insurance Advisory and Broking Services
Birla Sun Life Distribution Co. Ltd. : Wealth Management
BSDL Insurance Advisory Services Ltd. : Life Insurance Advisory
Apollo Sindhoori Capital Investments Ltd. : Equity Broking Services
Apollo Sindhoori Commodities Trading Ltd. : Commodities Trading
Aditya Birla Financial Shared Services Ltd. : Financial & IT enabled services
Aditya Birla Financial Services Pvt. Ltd. : Investment
Aditya Birla Capital Advisors Pvt. Ltd. : Private Equity Investment, Advisory & Management Services
Aditya Birla Trustee Co. Pvt. Ltd. : Trustee of Private Equity Fund
Aditya Birla Customer Services Pvt. Ltd. : General Services
Joint Ventures
Birla Sun Life Asset Management Company Ltd. : Asset Management
Birla Sun Life Trustee Company Pvt. Ltd. : Trustee of Birla Sun Life Mutual Fund
II) BPO & IT SERVICES
Subsidiaries
}
Aditya Birla Minacs Worldwide Ltd.
Transworks Inc. USA
Aditya Birla Minacs Philippines Inc., Philippines
AV TransWorks Ltd., Canada
Aditya Birla Minacs Worldwide Inc., Canada
: Business Process Outsourcing
The Minacs Group, USA
Minacs Worldwide S.A. de C.V., Mexico
Minacs Ltd., UK
Minacs Worldwide GmbH., Germany
Minacs Kft., Hungary
PSI Data Systems Ltd.
Birla Technologies Ltd. } : Software Services
III) GARMENTS
Subsidiaries
Madura Garments Exports Ltd. : Garment Manufacturing
MG Lifestyle Clothing Company Pvt. Ltd. : Garments Manufacturing
Madura Garments Lifestyle Retail Company Ltd. : Apparel Retail
Madura Garments International Brands Co. Ltd. : Apparel Retail
Peter England Fashions and Retail Ltd. : Apparel Retail
IV) OTHERS
Laxminarayan Investment Ltd. : Investment
Printed at Infomedia18 Ltd.
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