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Directors Report of Aditya Birla Chemicals (India) Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 39th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS, OVERVIEW AND STATE OF COMPANY'S AFFAIRS

The summarized results of your Company for the financial year ended 31st March 2015 are as indicated :

(Rs. in crores)

2014-15 2013-14

Net Revenue 1125.70 1066.16

Profit before Interest, Depreciation and Tax (PBIDT) 265.49 256.72

Less: Depreciation 63.31 76.86

Profit before Interest and Tax (PBIT) 202.18 179.86

Less: Interest 109.34 90.61

Profit before Tax Expenses 92.84 89.25

Less: Tax Expenses 55.55 39.51

Profit after Tax 37.29 49.74

Balance brought forward from previous year 339.12 295.97

Sub-Total 376.41 345.71

APPROPRIATIONS

Proposed Dividend on Equity Shares 11.69 3.51

Tax on Proposed Dividend 2.38 0.59

Transfer to General Reserve - 2.49

Closing Balance 362.33 339.12

*previous year's figures have been regrouped/rearranged wherever necessary

The financial data of the Company for the previous year is inclusive of the financial data of Karwar Chemical Division & Singach Salt Works from post acquisition period i.e. 1st September 2013; hence these are not fully comparable with the current year's financial data. The year under review witnessed continuous increase in power, logistics and raw material costs, unstable market demand and supply and other adverse conditions. Despite that, the Company succeeded in maintaining its performance. Production of Caustic Soda for the year 2014-15 was 239,977 metric tonnes (MT) in comparison to 231,221 MT in EY 2013-14. The Net Revenue of your Company grew from Rs. 1066.16 crores in the EY. 2013-14 to Rs. 1125.70 crores in FY. 2014-15. Your Company also registered a rise in operating profit from Rs. 256.72 crores in FY. 2013-14 to Rs. 265.49 crores in FY 2014-15. Interest cost was Rs. 109.34 crores in FY 2014-15 compared to Rs. 90.61 crores in FY 2013-14. Depreciation expenses decreased to Rs. 63.31 crores in FY 2014-15 as against Rs.76.86 crores in previous financial year. All these factors led to a higher profit before tax of Rs. 92.84 crores, against Rs. 89.25 crores in the previous year. After tax adjustment (which is higher only due to higher deferred tax), the net profit stood at Rs. 37.29 crores, compared to Rs. 49.74 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 50% i.e. of Rs. 5/- per equity share (Rs. 1.50 per equity share in previous year) of Rs. 10/- each for the year ended 31st March 2015. There was no interim dividend declared or paid during the year ended 31st March 2015. The dividend will be paid on all 23386500 nos. of Equity Shares of Rs.10/- each and the total dividend outgo for the current year would be Rs. 14.07 crores (including dividend distribution tax of Rs. 2.38 crores) against Rs. 4.10 crores (including dividend distribution tax of Rs. 0.59 crores) in the previous year. During the year under review, the unclaimed dividend for the year 2006-07 was transferred to the Investor Education & Protection Fund.

CORPORATE DEVELOPMENT & CAPITAL EXPENDITURE

Acquisition and Capital Expenditures

We are pleased to inform you that during the year under review your Company has executed the Business transfer agreement for the acquisition of the Chlor-Alkali Division of Jayshree Chemicals limited on a slump sale basis for a cash consideration of Rs 212 crores, subject to necessary approvals and formalities, which are under process. The Chlor-Alkali Division of Jayshree Chemicals Limited is an environmental friendly and energy efficient membrane cell facility located at Ganjam, Odisha, also has salt works in Andhra Pradesh. After this acquisition, the existing caustic soda capacity of the Company will increase by about 57000 tonnes per annum. The financing of this transaction will be arranged from internal accruals and borrowings.

We are pleased to inform that your Company has successfully commissioned the Caustic Soda Project, having a capacity of 59400 tonnes per annum, at its Karwar unit in November 2014.

Scheme of Amalgamation

You are aware that the proposed Scheme of Amalgamation of our Company with Grasim Industries Ltd. (GIL) had been approved by Board of Directors of both of the Companies on 11th February 2015. In that scheme,, the swap ratio is 1 fully paid equity share of Rs. 10 each of GIL for every 16 fully paid equity share of Rs. 10 each of the Company. All of the required details of the proposal have already been shared through press release, stock exchanges and the website of the Company. We are pleased to inform you that both the Stock Exchanges BSE Ltd. and National Stock Exchange of India Ltd, where the shares of the Companies are listed, have issued No-Objection Letters to this Scheme. Petitions have been filed before the High Courts for approval of the Scheme accordingly. The Company and GIL have also filed Combination Application before the Competition Commission of India and this is under process. The shareholders of the Company will be informed accordingly in this matter. All the requisite details and documents are posted on the website of the Company.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Lsting Agreement with the stock exchanges relating to corporate governance.

The report on Corporate Governance, as stipulated under the Listing Agreement forms an integral part of this Report. The Auditors' Certificate, confirming compliance with the condition of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented separately and forms part of the Annual Report.

AWARDS AND RECOGNITIONS

Your directors are pleased to share with you that during the year under review, your Company has received the "Green Tech Award" for excellence in CSR in Chemical sector by Green Tech Foundation and First prize in "National Energy Conservation Award" in Chlor Alkali Sector from Ministry of Power, New Delhi.

HUMAN RESOURCES

Your Company believes that Human Resources will play a significant role in its future growth. With its unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through means such as functional, behavioral and leadership training programs, knowledge exchange conferences and providing communication channels for information sharing.

The Group's Corporate Human Resources plays a critical role in your Company's talent management process.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013 ('the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee under the mentorship of Mrs. Rajashree Birla - Chairperson (Aditya Birla Centre for Community Initiatives and Rural Development). The CSR Committee is chaired by Independent Director Mr. J. C. Chopra. The other Members of the Committee are Mr. L. S. Naik, Director and Mr. K. C. Jhanwar, Managing Director of the Company. Dr. Pragnya Ram, Group Executive President - Corporate Communications & CSR is the permanent invitee on the CSR Committee. Your Company also has in place a CSR Policy and the same is available on your Company's website viz. www.aditvabirlachemicalsindia.com. The Committee recommends to the Board the activities to be undertaken during the year.

Your Company is a caring corporate citizen and lays significant emphasis on development of the communities around which it operates. Your Company has identified several projects relating to social empowerment & welfare, infrastructure development, sustainable livelihood, health care & education during the year and initiated various activities in neighbouring villages around plant locations. During the year, the Company spent Rs. 1.58 crores (2.54% of the average net profit of the last 3 financial years as defined for the purpose of CSR) on CSR activities. The Annual Report on CSR activities of the Company for 2014- 15 is enclosed as Annexure 1 forming part of this report.

SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to the safety of its employees and has engaged all stakeholders', involved directly or indirectly, in activities related to safety. Your Company has taken various steps to promote safety, health and pollution control.

In collaboration with DuPont Sustainable Solutions (DSS), your Company is continuing its efforts to implement best-in class safety practices. Cross-functional teams are working together to achieve world class safety standards and embed the safety culture throughout the organization. Our people at all levels are engaged in the safety journey, so that we achieve our goal of "Zero" incident/injuries. Recently we tied up with DSS for further work in the area of Process Safety Management (PSM) in addition to on-going workplace safety improvements.

Your Company has installed the hardware to implement safety and pollution control standards and is continuously upgrading the plant's process safety through better instrumentation and control.

Your Company's Research & Development (R&D) activities are continuously focused on providing innovative and environment friendly solutions to support the sustainable growth of business.

In addition, your Company is putting all efforts to move towards sustainable operations. This would enable substantial reduction in natural resources consumption and reduction of the carbon foot-print in the years to come. Your Company's thrust is on conserving natural resources by reducing consumption of water and auxiliary power and this involves installation of rain water harvesting systems. Your Company has taken significant steps to protect the environment by maintaining a green belt inside the plants and planting trees around the plant sites.

HOLDING AND SUBSIDIARY

Your Company continues to be a Subsidiary of Hindalco Industries Ltd. The Company has formed a foreign subsidiary named as Aditya Birla Chemicals (Belgium) BVBA [ABCB] in Belgium, Europe on 24th December 2014 in the form of Private Limited Company by partial subscription of 6198 shares (out of total subscription of 18548 shares) of Euro 1 each. Shri L. S. Naik, Director and Shri K. C. Jhanwar, Managing Director of the Company have been nominated as Directors of ABCB and both of them have made a total subscription of 1 share of Euro 1 each in ABCB.

Furthermore for commencement of business, the Company had provided counter Guarantee in favour of ABCB for availing of bank credit facilities. There was no business activity started in the subsidiary in 2014-15 and as such income and expenses thereof are nil. The investment by the Company in that subsidiary amounting to Rs. 4.80 lacs has been eliminated against the share capital thereof. The Company has availed exemption of not preparing and presenting consolidated financial statement pursuant to section 129(3) of the Companies Act, 2013 with its only overseas subsidiary in terms of MCA notification no. C.S.R 37 (E) dated 16th January 2015.

Pursuant to sub-section (3) of section 129 of the Act read with the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of subsidiary of the Company is given as Annexure 2 to this Report. The Company does not have any associate or joint venture company. The Policy for determining material subsidiaries as approved is posted on your Company's website www.adityabirlachemicalsindia.com.

FINANCE

Your Company has adequate liquidity and a strong balance sheet. CARE has ascribed the "CARE AA-/ CARE A1 " rating for your Company's long term and short term bank facilities respectively. The details of the borrowings are given in the notes to the financial statements. During the year under review, the Company has not allotted any Equity Shares or Preference Shares or Debentures. The Company does not have any Employee Stock Option Scheme. As on 31st March, 2015, The Company did not raise/accepted funds by way of fixed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and, no amount of principal or interest was outstanding as on the balance sheet date.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the financial statements.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed pursuant to section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is given in Annexure 3 to this Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure 4.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions which were on an arm's length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

All Related Party Transactions are approved by the Audit Committee and Board of your Company. The required details of material related party transactions with arm's length basis for the financial year 2014-15 are given in Annexure 5. The details of related party transactions for the financial year 2014-15 are given in the notes to the financial statement in terms of AS-18.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company's website www.adityabirlachemicalsindia.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

RISK MANAGEMENT

The Company has a robust Business Risk Management framework - Enterprise Risk Management System (ERM) to identify, evaluate and mitigate the risks associated to the business of the Company. These risks are reviewed periodically by the Audit Committee and the Board of the Company. The Audit Committee and Board are informed about the risk assessment and minimization procedures, after which steps for framing, implementing and monitoring of the system are adopted by the Company.

The Framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company's competitive advantage. The ERM defines the risk management approach across the Company at various levels including documentation and reporting. It incorporates different risk models which help in identifying risk trends, exposure and potential impact analysis at the Company level and product level. In today's challenging and competitive environment, strategies for mitigating the risks inherent in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes operational risks, safety, health and environmental risks, financial risks, political risks, fidelity risks, legal risks, etc. As a matter of policy, these risks are assessed on a continuous basis and steps are taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal control systems commensurate with the size of its operations. The internal control systems comprising of policies and procedures are designed to ensure sound management of operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized. The systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no report of material weakness in the design or operation was reportable.

DIRECTORS' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations.

Your Directors confirm that:

i. in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. the accounting policies selected have been applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit of your Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities;

iv. the Annual Accounts of your Company have been prepared on a going concern basis;

v. your Company had laid down internal financial controls and that such internal financial control are adequate and were operating effectively;

vi. your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Changes in Board constitution

Ms. Preeti Gupta (DIN: 07118798) has been appointed as Additional Director of the Company effective from 12.03.2015, in the capacity of non-independent, non-executive Director, to hold office up to the date of ensuing Annual General Meeting of the Company. A notice pursuant to Section 160 of the Act has been received from a Member proposing Ms. Preeti Gupta as Director of your Company.

Mr. A. K. Agarwala, Director (DIN: 00023684), retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends these appointment /re-appointment. Items seeking your approval on the above are included in the Notice convening the Annual General Meeting. The required details of the Directors seeking appointment / re-appointment form part of the Notice of the ensuing Annual General Meeting.

During the financial year 2014-15, Mr. K. C. Jhanwar, Managing Director has not received any commission/remuneration from your Company's holding as well as subsidiary company.

Meetings of the Board

The Board of Directors of your Company met 6 times during the year under review to deliberate on various matters. The meetings were held on 07.05.2014, 06.08.2014, 08.09.2014, 07.11.2014, 22.01.2015 and 11.02.2015. Further details on the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report.

Independent Director's Statement

Mr. Biswajit Choudhuri, Mr. G. M. Dave, Mr. J. C. Chopra and Mr. P. P. Sharma are Independent Directors on the Board of your Company. They have given declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Formal Annual Evaluation

The evaluation framework for assessing the performance of Directors of your Company comprises criteria such as contributions at the meetings and strategic perspective or inputs regarding the growth and performance of your Company, among others.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Directors have carried out an annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Director and Committees of the Board. The manner of evaluation is provided in the Corporate Governance Report.

The details of the programme for familiarization of Independent Directors of your Company are available on your Company's website viz. www.adityabirlachemicalsindia.com

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel and Remuneration Policy

The Nomination and Remuneration Committee has formulated the Remuneration policy of your Company which is attached as Annexure 6 to this report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act, Mr. K. C. Jhanwar, Managing Director; Mr. H. K. Panda, Chief Financial Officer and Mr. Akash Mshra, Company Secretary are the Key Managerial Personnel of your Company.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Biswajit Choudhuri, Mr. G. M. Dave, Mr. J. C. Chopra and Mr. L. S. Naik. Mr. K. C Jhanwar, Managing Director is the permanent invitee. All the recommendations of the Audit Committee made in 2014-15 had been duly accepted by the Board. Further details relating to the Audit Committee are provided in the Corporate Governance Report forming part of this Annual Report.

VIGIL MECHANISM

The Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them. The Vigil Mechanism is available on your Company's website viz. www.adityabirlachemicalsindia.com.

AUDITORS

Statutory Auditors

M/s. Khimji Kunvarji & Co, Chartered Accountants, Mumbai, Statutory Auditors of your Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified for re-appointment.

The observations made in the Auditor's Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act. The Auditors' Report does not have any qualification, reservation or adverse remark.

Cost Auditors

In terms of the provisions of the Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, re-appointed M/s. R Nanabhoy & Co, Cost Accountants, Mumbai, as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2016, at a remuneration as mentioned in the Notice convening the Annual General Meeting.

As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing Annual General Meeting. Secretarial Auditors

In terms of the provision of the Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. A. K. Labh, Practicing Company Secretary, Kolkata, as Secretarial Auditors of the Company for conducting Secretarial Audit of your Company for the financial year ended 31st March, 2015. The report of the Secretarial Auditors is enclosed as Annexure 7 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in Annexure 8 to this report.

OTHER DISCLOSURES

- There are no material changes and commitments affecting the financial position of your Company between the end of financial year and the date of report.

- There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. As already informed in respect of scheme of Amalgamation of the Company with Grasim Industries Ltd, Petitions have been filed by both Companies in their respective High Courts and also with the Competition Commission of India, which are sub-judice.

- Your Company has not issued any shares with differential voting.

- There was no revision in the financial statements.

- Your Company has not issued any sweat equity shares.

- During the year your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in the future.

We very warmly thank all of our employees for their contribution to the Company's performance. We applaud them for their superior levels of competence, dedication and commitment to the Company.

For and on behalf of the Board of Directors

L. S.Naik K.C.Jhanwar

Place: Mumbai Director Managing Director

Dated: May 13,2015 (DIN: 02943588) (DIN: 01743559)


Mar 31, 2014

Dear Shareholders,

We are pleased to present the 38th Annual Report together with the Annual Accounts of your Company for the financial year ended 31st March 2014.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31st March 2014 is summarised below :

(Rs. in crores) 2013-2014 2012-2013

Gross Turnover 1117.87 840.85

Gross Profit/(Loss) 166.11 105.76

Depreciation (76.86) (60.02)

Profit before Tax 89.25 45.74

Tax Expenses (39.51) (26.09)

Profit/(Loss)after Tax 49.74 19.65

Balance brought forward from previous year 295.97 279.05

Balance available for Appropriation 345.71 298.70

APPROPRIATIONS :

Proposed Dividend 3.51 2.34

Tax on Proposed Dividend 0.60 0.40

Transfer to General Reserve 2.49 -

Balance carried to Balance Sheet 339.11 295.96

The journey of excellence of your Company has been furthered by acquisition of Chlor- Alkali & Phosphoric Acid Division of Solaris Chemtech Industries Limited situated at Karwar, Karnataka, including Salt works at Singach, Gujarat w.e.f. 1st September 2013 on a slump sale basis for a cash consideration of Rs. 153 crores.. The financing of this transaction has been arranged from internal accruals and borrowings. The acquired unit at Karwar has been named as Karwar Chemical Division.

The financial data of the Company for the year under review are inclusive of the financial data of Karwar Chemical Division & Singach Salt Works from post acquisition period i.e. 1st September 2013; hence these are not fully comparable with the previous year''s financial data. The Net Sales of your Company grew significantly from Rs. 755.21 crores in the F.Y. 2012-13 to Rs. 1001.61 crores in F.Y. 2013-14. Your Company also registered rise in its operating profit from Rs. 196.10 crores in F.Y. 2012-13 to Rs. 256.72 crores in F.Y. 2013-14. The interest cost was Rs. 90.61 crores in F.Y. 2013-14 in comparision to Rs. 90.34 crores in F.Y. 2012-13. Depreciation expenses increased from Rs. 60.02 crores in F.Y. 2012-13 to Rs. 76.86 crores in F.Y. 2013- 14. These factors led to a higher profit before tax at Rs. 89.25 crores, against the preceding year''s Rs. 45.74 crores. After tax adjustment, the net profit soared to Rs. 49.74 crores, compared to Rs. 19.65 crores in the previous year. You will appreciate that despite of continuous increase in power, logistics and raw material costs, unstable market demand & supply and other backdrops, the Company has succeeded in maintaining its excellent business performance.

A more detailed discussion and analysis on the performance of your Company for the year under review as well as the outlook and focus for the coming year are included in the Management Discussion and Analysis Report.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 15% i.e. Rs. 1.50 per share on the paid up equity share of Rs. 10/- each of the Company.

EXPANSION

Your Company has successfully commissioned 30 MW Captive Co-generation Power Plant at Rehla in March 2014 and also started the Brownfield Expansion Project of Caustic Soda Plant with capacity of 59400 TPA at Karwar during the year under review.

AWARDS AND ACCOLADES

Your directors are pleased to share with you that your Company has received the "Environment Excellence Silver Award- 2014" in Chemical sector by Green Tech Foundation. Moreover, your Company has bagged the "Agrotech Award" by Birsa Agriculture University, Ranchi for Excellence in Community Development for the year 2013-14.

COMMUNITY SERVICES

Your Company has been working constantly to make a qualitative difference to the lives of the underprivileged people living near its area of operations. Your Company serves about 76,000 people living below the poverty line in more than 45 villages. Your Company has successfully undertaken major initiatives in education, healthcare, livelihood, women empowerment and agriculture improvement programs with a focus on sustainable development through innovative and need-based initiatives.

Your Company''s CSR team works in collaboration with the Birsa agriculture university, NABARD, DRDA, PRIs, Kisan mitra, Gram Siksha Committees, Village Development Committees as well as several Government programs like MNREGA, NHRM etc. The Community Initiatives and CSR projects have achieved unprecedented success. The performance demonstrated in this field has always fostered the image of your Company as a social, caring and responsible corporate citizen.

SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to the safety of employees and has engaged all stakeholders'', involved directly or indirectly, activities related to safety. Your Company has taken various steps to promote safety, health and pollution control.

In collaboration with DuPont Sustainable Solutions (DSS), your Company is continuing the effort of implementing and practicing best-in class safety practices. Cross-functional teams are working together to achieve world class safety standards and embedding a safety culture throughout the organization. Our people of all levels are engaged in the safety journey, so that we achieve our goal of "Zero" incident/injuries. Recently we tied up with DSS to further working in the areas of Process Safety Management (PSM) initiatives in addition to on-going workplace safety improvements.

Your Company has installed the hardware to implement safety & pollution control standards and is continuously upgrading the plant''s process safety through better instrumentation and control.

In addition, your Company is putting all efforts in moving towards a sustainable world to run its operations with substantial reduction in natural resources consumptions, reduction of carbon foot-print etc. in years to come. We have installed 18 rain water harvesting systems. Your Company''s continuous thrust is on conserving natural resources by reducing consumption of water and auxiliary power. Your Company has taken significant steps to protect the environment by maintaining a green belt inside the plants and planting of trees around the plant sites.

DIRECTORS

During the year under review, the Board appointed Shri K. C. Jhanwar as Managing Director of the Company effective from 01.03.2014, subject to approval of Shareholders of the Company in terms of the Companies Act in place of Shri V R Agrawal, who had resigned from the Board of Directors of the Company. Shri L. S. Naik, Director, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The provisions of the Companies Act, 2013, the Rules made there-under and listing Agreement with Stock Exchanges related to the Independent Directors are being complied with.

The Board recommends the appointment /re-appointment of the eligible Directors. Items seeking your approval on the above are included in the Notice convening the Annual General Meeting together with the required details of the Directors seeking appointment / re-appointment.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis Report form part of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate, confirming compliance, is attached to the Report on Corporate Governance.

LISTING OF SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited and BSE Limited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for financial year 2005-06 has been transferred to the Investor Education & Protection Fund.

FIXED DEPOSITS

The Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

AUDITORS AND AUDITORS'' REPORT

The Board has proposed the re-appointment of M/s. Khimji Kunvarji & Co, Chartered Accountants, Mumbai, as Statutory Auditors of your Company based on the recommendation of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. M/s. Khimji Kunvarji & Co, Chartered Accountants, Mumbai has forwarded Certificate to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The observation made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

COST AUDIT

The Board of Directors of your Company has, on the recommendation of the Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, Mumbai, as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2015, at a remuneration as mentioned in the Notice convening the Annual General Meeting, subject to ratification of the remuneration by the Members of the Company. The Audit Committee has received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with your Company. The Cost Audit Report of the Company for the financial year 2012-13 was duly filed on 04.10.2013.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Details of energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in an Annexure forming part of this report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with 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(l)(b)(iv) of the Companies Act, 1956, the 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.

CODE OF CONDUCT

In terms of requirement of Clause 49 of the Listing Agreement, the Board of Directors of Aditya Birla Chemicals (India) Limited has laid down a Code of Conduct for all Board Members and Senior Management of the Company, which is posted on the website of the Company. The Board Members and Senior Management have affirmed compliance with the Code of Conduct of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section-217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors'' Responsibility statement and confirm that:

(i) in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) the accounting policies selected have been applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2014 and of the profit of your Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities;

(iv) the Annual Accounts of your Company have been prepared on a going concern basis.

APPRECIATION

Your Directors place on record their appreciation of the contribution made by employees at all levels. Your Directors express their deep sense of gratitude to the Central and State Governments, banks, financial institutions, stakeholders and business associates for their co-operation and support.

For and on behalf of the Board of Directors

Place: Mumbai L. S. Naik K.C. Jhanwar Dated: May 7,2014 Director Managing Director


Mar 31, 2013

Dear Shareholders''

The are pleased to present the 37th Annual Report together with the Annual Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31st March 2013 is summarised below :

(Rs.in crores) 2012-2013 2011-2012

Gross Turnover 840.85 665.18

Gross Profit/(Loss) 105.76 70.67

Depreciation (60.02) (54.02)

Profit before Tax 45.74 16.65

Provision for current tax (9.84) (3.33)

Provision for deferred tax (26.06) (11.61)

MAT Credit Entitlement 9.81 3.33

Current Tax adjustment for earlier years (0.75)

Profit/(Loss)after Tax 19.65 4.29

Balance brought forward from previous year 279.04 276.11

Balance available for Appropriation 298.69 280.40

APPROPRIATIONS :

Proposed Dividend 2.34 1.17

Tax on Proposed Dividend 0.39 0.19

Transfer to General Reserve

Balance carried to Balance Sheet 295.96 279.04

The journey of excellence of your Company has been furthered by commissioning of its expansion of Caustic Soda project at Renukoot (UP.). It is commendable that despite the pressure of increasing input costs for power'' coal and other raw materials and the unstable supply of power from the grid'' the Company has succeeded in maintaining its excellent business performance.

The financial data of the Company for the previous year are inclusive of the financial data of Renukoot Chemical Division from post acquisition period i.e. 24th May 2011; hence these are not fully comparable with the current year''s financial data. The Net Sales of your Company grew significantly from Rs. 609.08 crores in the F.Y. 2011-12 to Rs. 755.21 crores in F.Y. 2012- 13. Your Company also registered a impressive rise in its operating profit'' from Rs. 151.37 crores in F.Y. 2011-12 to Rs. 196.10 crores in F.Y. 2012-13. The interest cost was up from Rs. 80.70 crores in F.Y. 2011-12 to Rs. 90.34 crores in F.Y. 2012-13. Depreciation expenses also increased from Rs. 54.02 crores in F.Y. 2011-12 to Rs. 60.02 crores in F.Y. 2012-13. These factors led to a higher profit before tax at Rs. 45.74 crores'' against the preceding year''s Rs. 16.65 crores. After tax adjustment'' the net profit significantly soared to Rs. 19.65 crores'' compared to Rs. 4.29 crores in the previous year.

A more detailed discussion and analysis on the performance of your Company for the year under review as well as the outlook and focus for the coming year is included in the Management Discussion and Analysis Report.

DIVIDEND

Your Directors recommend a dividend @ 10% i.e. Re. 1.00 per share on the paid up equity share of Rs. 10/- each of the Company.

EXPANSION

Your Company has commissioned and commenced commercial production from its expansion of Cautic Soda project at Renukoot (UP.) having a capacity to manufacture 145 MT per day of Caustic Soda. Your Company has incorporated latest state of art energy efficient and environment friendly membrane cell technology. The management is also exploring various measures to expand the business of the Company.

As reported earlier'' your Company has started the new project of 30 MW Captive Co-generation Power Plant at Rehla'' which will be commissioned by June 2014.

AWARDS AND ACCOLADES

Your directors are pleased to share with you that your Company has received the "Environment Excellence Gold Award- 2012" in Chemical sector by Green Tech Foundation. Moreover'' for the exemplary work in communities'' your Company has bagged Company received the "ICC Award for Social Responsibility 2012" for outstanding contribution towards Agriculture & Watershed Development.

COMMUNITY SERVICES

Your Company has been working constantly to make a qualitative difference to the lives of the underprivileged people leaving near its area of operations. Your Company serves 76''000 people leaving below the poverty line in 47 villages. Your Company has successfully undertaken major initiatives in education'' healthcare'' livelihood'' women empowerment and agriculture improvement programs with a focus on sustainable development through innovative and need based initiatives.

Your Company''s CSR team works in collaboration with the Birsa agriculture university '' NABARD'' DRDA'' PRIs'' Kisan mitra'' Gram Siksha Committees'' Village Development Committees as well as several Government programs like MNREGA'' NHRM etc. The Community Initiatives and CSR projects have achieved unprecedented success. The performance demonstrated in this field has always fostered the image of your Company as a social'' caring and responsible corporate citizen.

SAFETY'' HEALTH'' ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to the safety of employees and has engaged all stakeholders'''' involved directly or indirectly'' activities related to safety. Your Company has taken various steps to promote safety'' health and pollution control.

Your Company is continuing the safety service of M/s DuPont India Pvt. Ltd since January 2012. We are committed to implement world class safety standards and embedding a safety culture throughout the organization. Our team is working to implement the safety standards that are being suggested by DuPont experts.

Your Company has installed the hardware to implement safety standards and is continuously upgrading the plant''s process safety through better instrumentation and control. The 145 TPD Caustic Soda plant'' using environment friendly and energy efficient state-of-the-art technology from UHDE'' has been commissioned as per the schedule. High pressure alarm in chlorine storage tank has been connected to DCS to avoid over pressurization and Anti-collision devices have been installed in chlorine filling cranes. To strengthen the safety systems'' additional chlorine sensors have been installed in the chlorine bottling and liquid chlorine storage tanks. Moreover'' Motorized Sky lift for safe working at height'' fork lift and Motorized Jumbo trolley for safe Materials Handling'' Pull cord as safety trip devices in salt conveyor and Audio visual caution alarm in railway siding during arrival of rail rack are used on regular basis.

Your Company''s continuous thrust is on conserving natural resources by reducing consumption of water and auxiliary power. Your Company has taken significant steps to protect the environment by maintaining a green belt inside the plant and planting of trees around the plant site.

DIRECTORS

In accordance with the provisions of the Companies Act'' 1956 and Company''s Articles of Association'' Shri Askaran Agarwala and Shri Jagdish Chandar Chopra'' Directors'' retire by rotation in the ensuing Annual General Meeting of the Company and being eligible'' offer themselves for re-appointment in the ensuing General Meeting.

The Board of the Company recommends the re-appointment of the eligible Directors.

CORPORATE GOVERNANCE

As required under clause 49 of the listing Agreement with the Stock Exchanges'' the Report on Corporate Governance and Management Discussion and Analysis Report form part of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate'' confirming compliance'' is attached to the Report on Corporate Governance.

LISTING OF SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review'' unpaid/unclaimed dividend for financial year 2004-05 has been transferred to the Investor Education & Protection Fund.

FIXED DEPOSITS

The Company did not raise funds by way of fixed deposits and'' as such'' no amount of principal or interest was outstanding as on the balance sheet date.

AUDITORS AND AUDITORS'' REPORT

M/s. Khimji Kunvarji & Co'' Chartered Accountants'' Statutory Auditors of the Company'' hold office until the conclusion of the ensuing Annual General meeting and are recommended for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment'' if made'' would be within the limits prescribed under section 224(1 B) of the Companies Act''1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDIT

In line with the requirement of the Central Govt'' and pursuant to Section 233B of the Companies Act'' 1956'' the Company carries out an audit of cost accounts relating to its products every year. The Company has appointed M/s. R Nanabhoy & Co'' Cost Accountants'' Mumbai'' to audit the cost accounts relating to its products for the financial year 2013-14. A Certificate from the Cost Auditors has been received to the effect that their appointment would be within the limits prescribed under section 224(1 B) of the Companies Act''1956 and that they are not disqualified for appointment within the meaning of section 226 of the said Act. The due date for filing of the Cost Audit Report is 180 days from the close of financial year'' which was extended by the authority for financial year 2011-12 due to induction of XBRL mode'' and the Cost Audit Report of the Company for the financial year 2011-12 was filed on 26.01.2013 within the extended due date.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT'' 1956

Details of energy conservation'' technology absorption'' foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 are given in an Annexure forming part of this report.

In accordance with the provisions of Section 217(2A) read with 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(l)(b)(iv) of the Companies Act'' 1956'' the 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.

CODE OF CONDUCT

In terms of requirement of Clause 49 of the Listing Agreement'' the Board of Directors of Aditya Birla Chemicals (India) Limited has laid down a Code of Conduct for all Board Members and Senior Management of the Company'' which is posted on the website of the Company. The Board Members and Senior Management have affirmed compliance with the Code of Conduct of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March 2013 are in full conformity with requirements of the Companies Act'' 1956. Your Directors believe that the Financial Statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and result of operations.

As stipulated in Section-217 (2AA) of the Companies Act'' 1956'' your Directors subscribe to the Directors'' Responsibility statement and confirm that:

i) in the presentation of the Annual Accounts'' applicable accounting standards have been followed ;

ii) the accounting policies have been consistently applied and reasonable'' prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your Company as at 31st March 2013 and of the profit for the financial year ended 31st March 2013;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities ;

iv) the annual accounts of your Company have been prepared on a going concern basis ;

v) the Company''s Internal Auditors had conducted periodic audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

INDUSTRIAL RELATIONS

The Industrial relations with the employees and workmen of the Company continued to be cordial. Your Company continues to improve manpower productivity.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance.

The Directors wish to thank to all the shareholders'' customers'' dealers'' suppliers'' bankers'' financial institutions'' Govt'' authorities and all other business associates for the continued support to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Place: Mumbai A. K. Agarwala L. S. Naik

Dated: May 8''2013 Director Director


Mar 31, 2012

The are pleased to present the 36th Annual Report together with the Annual Accounts of your Company for the financial year ended 31st March 2012.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31st March 2012 is summarized below :

(Rs in crores)

2011-2012 2010-2011

Gross Turnover 665.18 261.07

Gross Profit/(Loss) 70.67 91.80

Depreciation (54.02) (20.36)

Profit before Tax 16.65 71.44

Provision for current tax (3.33) (14.29)

Provision for deferred tax (11.61) (0.32)

MAT Credit Entitlement 3.33 5.88

Current Tax adjustment for earlier years (0.75) (0.41)

Profit/(Loss)after Tax 4.29 62.30

Balance brought forward from previous year 276.11 215.17

Balance available for Appropriation 280.40 277.47

APPROPRIATIONS :

Proposed Dividend 1.17 1.17

Tax on Proposed Dividend 0.19 0.19

Transfer to General Reserve - -

Balance carried to Balance Sheet 279.04 276.11

The journey of excellence of your Company has been furthered by acquisition of the Chloral Chemicals Division of M/s. Kanoria Chemicals & Industries Limited in May 2011. The acquired unit has been named as Renukoot Chemical Division. Despite the pressure of increasing input costs for power, coal and other raw materials and the unstable supply of power from the grid, the Company has succeeded in maintaining its excellent business performance.

The financial data of the Company for the year under review are inclusive of the financial data of Renukoot Chemical Division, hence these are not comparable with the previous year's financial data. After acquisition of Renukoot Chemical Division, the Net Sales of the Company significantly increased from Rs 236.25 crores in the F.Y. 2010-11 to Rs 609.08 crores in F.Y. 2011-12. The Company also registered a significant growth in its operating profit, from Rs 94.44 crores in F.Y. 2010-11 to Rs 151.37 crores in F.Y. 2011-12. The acquisition was funded by Term Loan of Rs 750 crores and consequently the interest cost rose from Rs 2.64 crores in F.Y. 2010-11 to Rs 80.70 crores in F.Y. 2011-12. Depreciation expenses also increased from Rs 20.36 crores in F.Y. 2010-11 to Rs 54.02 crores in F.Y. 2011-12. All these factors led to a lower profit after tax, in spite of healthy operating profit post-acquisition. Profit before tax was Rs 16.65 crores, against the preceeding year's Rs 71.44 crores. After tax adjustment, the net profit stood at Rs 4.29 crores, compared to Rs 62.30 crores in the previous year.

A more detailed discussion and analysis on the performance of your Company for the year under review as well as the outlook and focus for the coming year is included in the Management Discussion and Analysis Report.

DIVIDEND

In spite of lower post tax profit, your Directors recommend a dividend @ 5% i.e. Rs 0.50 per share on the paid up equity share of Rs 10/- each of the Company.

ACQUISITION & EXPANSION

We are pleased to report that your Company successfully acquired the Chloro Chemicals Division of M/s. Kanoria Chemicals & Industries Limited for a cash consideration of Rs 830 crores in the month of May 2011 and christened it as Renukoot Chemical Division. This acquisition was funded by internal accruals and term borrowings of Rs 750 crores from a consortium comprising HDFC Bank and Bank of Baroda.

The Company is in the process of converting the mercury cell plant at the Caustic Soda plant of Renukoot Chemical Division, with the energy efficient and environment friendly membrane cell technology and this will entail a capital investment of Rs 150 crores. The new plant will be commissioned in the third quarter of 2012-13. There will also be a substantial increase in the capacity of the plant by 145 TPD after conversion. With the conversion of the Mercury Cell plant into membrane cell plant, the Company is poised for higher growth on account of higher production, lower power consumption and an eco-friendly environment.

AWARDS AND ACCOLADES

Your directors are pleased to share with you that in recognition of its exemplary work in overall maintenance and plant process , your Company's Rehla unit has bagged the "Chairman's WCM Gold Award" of Aditya Birla Group in 2011-12. In recognition of their exemplary work in communities, your Company received the "Agrotech Award 2012" from the prestigious Birsa Agriculture University, Ranchi for excellence in Agriculture & Watershed Development.

COMMUNITY SERVICES

Your Company has been working constantly to make a qualitative difference to the lives of the underprivileged people in 60 villages in proximity to its plants. It has reached out to nearly 115,000 people of whom more than 80% live below the poverty line. Your Company's activities extend to improving the lot of the rural poor through major initiatives in education, healthcare, sustainable livelihood and agriculture improvement programmes. Your Company's CSR team works in collaboration with the Rotary Club, the Kisan Club, the Pani Panchayat Committees, the Village Development Committees, several Government agencies and NABARD. Your Company's projects have set a new benchmark and are often emulated by many other village communities. This has created an unprecedented urge in the nearby village communities to make a sincere effort towards uplifting the lot of the underprivileged people in the locality, leading to greater development of the community and economic progress.

SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to the safety of employees and is engaging all stakeholders involved, directly or indirectly, activities related to safety.

Your Company has taken various steps to promote safety, health and pollution control. The assessment of operation and maintenance practices is being carried out by leading Chlor alkali experts, among them Mr. S. K. Khurana and Euro Chlor alkali expert Mr. Gye Mesrobian, who have done the study on process safety with a focus on chlorine hazards. Our team is working to implement the findings of the two experts.

Your Company has taken specific steps to promote safety by way of entering into safety service agreement with M/s Du Pont India Pvt. Ltd. We are committed to implementing world class safety standards and embedding a safety culture throughout the organization. Our team is working to implement the systems that have been suggested by Du Pont experts.

Your Company has upgraded the plant's process safety through better instrumentation & control. Pressure transmitters have been installed in all 5 chlorine storage tanks. The old Mercury cell caustic soda plant has been stopped well ahead of the 2012 deadline set by the Govt. of India. Work has started on a new 145 TPD Caustic Soda plant, using environment friendly & energy efficient state of the art technology from UHDE and this plant is expected to be commissioned this year. To strengthen the safety system, seven additional chlorine sensors have been installed in the chlorine bottling and liquid chlorine storage tanks. To enhance environmental performance, STP of 100 KLD has been commissioned and this has been in operation since March 2012.

Your Company's continuous thrust is on conserving natural resources by reducing consumption of water and auxiliary power. Your Company has taken significant steps to protect the environment by maintaining a green belt inside the plant and planting of trees around the plant site.

DIRECTORS

During the year under review, Shri S. S. Gupta retired from the services of the Managing Director of the Company and the Board appointed Shri V. R. Agrawal as Managing Director of the Company effective from 24.10.2011, subject to approval of Shareholders of the Company in terms of the Companies Act, 1956. Shri K. K. Maheshwari resigned from the Board of Directors of the Company w.e.f. 6th August 2011.

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Shri Biswajit Choudhuri and Shri Prem Prakash Sharma, Directors, retire by rotation and being eligible, offer themselves for re-appointment in the ensuing Annual General Meeting of the Company.

The Board of the Company recommends the appointment / re-appointment of the eligible Directors.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis Report form part of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate, confirming compliance, is attached to the Report on Corporate Governance.

LISTING OF SHARES

The Company's shares are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unclaimed dividend for financial year 2003-04 has been transferred to the Investor Education & Protection Fund.

FIXED DEPOSITS

The Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

AUDITORS AND AUDITORS' REPORT

M/s. Khimji Kunvarji & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General meeting and are recommended for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act,1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self explanatory and do not call for any further comments.

COST AUDIT

In line with the requirement of the Central Govt. and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to its products every year. The Company has appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, to audit the cost accounts relating to its products for the financial year 2012-13. A Certificate from the Cost Auditors has been received to the effect that their appointment would be within the limits prescribed under section 224(1B) of the Companies Act,1956 and that they are not disqualified for appointment within the meaning of section 226 of the said Act. The due date for filing of the Cost Audit Report is 180 days from the close of financial year and the Cost Audit Report of the Company for the financial year 2010-11 was filed on 06.09.2011, within the due date.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Details of energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in an Annexure forming part of this report.

In accordance with the provisions of Section 217(2A) read with 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 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.

CODE OF CONDUCT

In terms of requirement of Clause 49 of the Listing Agreement, the Board of Directors of Aditya Birla Chemicals (India) Limited has laid down a Code of Conduct for all Board Members and Senior Management of the Company, which is posted on the website of the Company. The Board Members and Senior Management have affirmed compliance with the Code of Conduct of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March 2012 are in full conformity with requirements of the Companies Act, 1956. Your Directors believe that the Financial Statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and result of operations.

As stipulated in Section-217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors' Responsibility statement and confirm that:

i) in the presentation of the Annual Accounts, applicable accounting standards have been followed ;

ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your Company as at 31st March 2012 and of the profit for the financial year ended 31st March 2012 ;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities ;

iv) the annual accounts of your Company have been prepared on a going concern basis ;

v) the Company's Internal Auditors had conducted periodic audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

INDUSTRIAL RELATIONS

The Industrial relations with the employees and workmen of the Company continued to be cordial. Your Company continues to improve manpower productivity.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance.

The Directors wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt. authorities and all other business associates for the continued support to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Place : Mumbai

Dated : May 11, 2012 A. K. Agarwala L. S. Naik

Director Director


Mar 31, 2011

Dear Shareholders,

We are pleased to present the 35th Annual Report together with the Annual Accounts of your Company for the financial year ended 31st March 2011.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31st March 2011 is summarised below :

Rs. in lacs

2010-2011 2009-2010

Gross Turnover 26107.05 24107.63

Gross Profit/(Loss) 9180.59 9125.91

Depreciation (2036.26) (2003.57)

Profit before Tax 7144.33 7122.34

Provision for current tax (1429.36) (1234.34)

Provision for deferred tax (32.24) (130.26)

MAT Credit Entitlement 588.08 316.53

Profit/(Loss)after Tax 6270.81 6074.27

Adjustment of Taxes for earlier years (40.85) (724.81)

Balance brought forward from previous year 21517.25 16880.56

Balance available for Appropriation 27747.22 22230.02

APPROPRIATIONS:

Proposed Dividend 116.93 350.80

Tax on Proposed Dividend 18.97 58.26

Transfer to General Reserve - 303.71

Balance carried to Balance Sheet 27611.32 21517.25

DIVIDEND

In view of funds needed for augmentation, your Directors recommends dividend @ 5 % i.e. Re. 0.50 per share on the paid up equity share of Rs. 10/- each of the Company.

OPERATING RESULTS & PROFITS

Your Company is continuously moving towards its journey of excellence in the Chlor Alkali segment. Despite the increase in input costs such as Power, Coal and other raw materials, the unstable supply of Power from the Grid, the Company has reported an excellent performance in all spheres of its activities.

For the year under review, the gross turnover was higher by 8.29 % at Rs. 261.07 crores as compared to Rs. 241.08 crores in the previous year. Net sales stood at Rs. 236.25 crores as compared to Rs. 221.86 crores in the previous year. Profit before tax rose to Rs. 71.44 crores as the against preeceding year's profit at Rs. 71.22 crores. After tax adjustment, the net profit has risen marginally at Rs. 62.71 crores in comparison to Rs. 60.74 crores in the earlier year.

A more detailed discussion and analysis on the performance of your Company for the year under review as well as the outlook and focus for the coming year is contained under the chapter on Management Discussion and Analysis Report.

ACQUISITION & EXPANSION

We are pleased to inform you that the Board of Directors of your Company has approved the acquisition of the Chloro Chemicals Division of Kanoria Chemicals & Industries Limited for a cash consideration of Rs. 830 crores in its meeting held on 16th April 2.011. This plant is a state of art facility located at Renukoot, Uttar Pradesh, manufacturing Chlor-Alkalis, Chlorine derivatives and water treatment chemicals. It is highly cost competitive, driven by strengths of the latest manufacturing technology, captive power plants with coal linkage and forward integration into value adding chlorine derivatives. The current annual capacity of caustic soda at the facility is 115,000 TPA. With this acquisition the total caustic soda capacity of your Company will increase from 105,000 TPA to 220,000 TPA. This transaction takes your Company to a higher growth trajectory.

The transaction will be done on a slump sale basis and is subject to customary corporate and other approvals. It is expected to be completed towards the end of May 2011. The financing of this transaction will be arranged from internal accruals and borrowings. The limit of borrowings proposed to be enhanced is upto Rs. 1200 crores, for which an Extra Ordinary General Meeting of Members of the Company has been called on 17th May 2011.

As informed in last Report about our proposed expansion, the capacity of our Aluminium Chloride Plant has been raised from 25 TPD to 43 TPD through additional reactors, based on the latest technology, with a capital investment of Rs.8.64 crores.

AWARDS AND ACCOLADES

Your directors are pleased to share with you that in recognition of its exemplary work in communities, your Company has bagged the prestigious FICCI Award for "Rural & Community Development" for the year 2009-10. This award was conferred by Shri Pranab Mukherjee, Finance Minister, Govt of India, on Smt. Rajshree Birla, Chairperson, the Aditya Birla Centre for Community Initiatives and Rural Development. Your Company's CSR activities are carried out under its umbrella.

COMMUNITY SERVICES

For over two decades now your Company has been working single mindedly to make a qualitative difference to the lives of the underprivileged in 40 villages, in proximity to its plants. We reach out to nearly 62,000 people of whom more than 70% live below the poverty line. Your Company's activities extend to improving the lot of the rural poor through major initiatives in education, healthcare, sustainable livelihood and agriculture improvement programmes. Your Company's CSR team partners with the Rotary Club, the Kisan Club, the Pani Panchayat Committee, the Village Development Committee, several Government agencies and NABARD. Your Company's projects have set a new benchmark and are emulated by many other village communities.

SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to the safety of employees and processes and engaging all stakeholders involved directly or indirectly with our activities.

Your Company has taken various steps to promote safety, health and pollution control among it is the assessment of the operation and maintenance practices by Chlor alkali experts of India such as Mr. S. K. Khurana and Euro Chlor alkali expert Mr. Gye Mesrobian for the study of process safety, focusing on chlorine hazards. Our team is working on implementation of findings by both experts.

Your company has upgraded the plant's process safety through Instrumentation with the control & installation of RADAR Level transmitter in the caustic storage tank, Valve positioner in the Chlorine and Hydrogen valves of the HCL Furnace, modification in ignition logic in the Hydrogen Boiler, Pressure transmitter / Pressure gauges / temperature element in chlorine surge vessel of Aluminum Chloride Plant.

Your Company's continuous thrust is on conservation of natural resources resulting an ongoing reduction in the consumption of Water and Auxiliary power.

Your Company has also taken significant steps in its endeavor to protect the environment by maintaining a green belt inside the plant and planting trees around its location.

DIRECTORS

During the year, IDBI Bank Limited had withdrawn its nominee Shri S. C. Mathur from the Board of Directors of the Company w.e.f. 4th November 2010.

The Board has appointed Shri Girish Mohanlal Dave as Additioral Director in the Board w.e.f. 16th April 2011.

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Shri Krishna Kishore Maheshwari and Shri Kailash Chandra Jhanwar, Directors retire by rotation and being eligible, offer themselves for re-appointment in the ensuing General Meeting.

The Board of the Company recommends the appointment / re-appointment of the eligible Directors.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis Report form part of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate, confirming compliance, is attached to the Report on Corporate Governance.

LISTING OF SHARES

The Company's shares are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND This was not applicable for the year under review.

FIXED DEPOSITS

The Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date..

AUDITORS AND AUDITORS' REPORT

M/s. Khimji Kunvarji & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General meeting and are recommended for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act,1956 and that they are not disqualified for re- appointment within the meaning of section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self explanatory and do not call for any further comments.

COST AUDIT

In line with the requirement of the Central Govt, and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to its product every year. The Company has re- appointed M/s. S. Gupta & Co., Cost Accountants, Kolkata, to audit the cost accounts relating to its products for the financial year 2011-12. A Certificate from the Cost Auditors has been received to the effect that their re-appointment would be within the limits prescribed under section 224(1B) of the Companies Act,1956 and that they are not disqualified for re-appointment within the meaning of section 226 of the said Act. The due date for filing of the Cost Audit Report is 180 days from the close of financial year and the Cost Audit Report of the Company for the financial year 2009-10 was filed on 25.08.2010 within the due date.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Details of energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in an Annexure forming part of this report.

In accordance with the provisions of Section 217(2A) read with 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(l)(b)(iv) of the Companies Act, 1956, the 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.

CODE OF CONDUCT

In terms of requirement of Clause 49 of the Listing Agreement, the Board of Directors of Aditya Birla Chemicals (India) Limited has laid down a Code of Conduct for all Board Members and Senior Management of the Company, which is posted on the website of the Company. The Board Members and Senior Management have affirmed compliance with the Code of Conduct of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March 2011 are in full conformity with requirements of the Companies Act, 1956. Your Directors believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and result of operations.

As stipulated in Section-217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors' Responsibility statement and confirm that:

i) in the presentation of the Annual Accounts, applicable accounting standards have been followed ;

ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your Company as at 31st March 2011 and of the profit for the financial year ended 31st March 2011;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities ;

iv) the annual accounts of your Company have been prepared on a going concern basis ;

v) the Company's Internal Auditors had conducted periodic audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

INDUSTRIAL RELATIONS

The industrial relations with the employees and workmen of the Company continued to be cordial. Your Company continues to better the manpower productivity.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance.

The Directors wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt, authorities and all other business associates for the continued support to the Company and their confidence in its management.

For and on behalf of the Board of Directors

L. S. Naik Director

A. K. Agarwala Director

Camp : Mumbai Dated :26th April 2011


Mar 31, 2010

The Directors are pleased to present the report on the business and operations of your Company for the financial year ended 31st March 2010.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31st March 2010 is summarised below :

Rs. in lacs 2009-2010 2008-2009

Gross Turnover 24107.63 23090.96

Gross ProfitALoss) 9125.91 7431.63

Depreciation (2003.57) (1871.16)

Profit before Tax 7122.34 5560.47

Provision for Fringe Benefit Tax - (20.51)

Provision for current tax (1234.34) (623.58)

Provision for deferred tax (130.26) (587.49)

MAT Credit Entitlement 316.53 279.32

Profit/(Loss)after Tax 6074.27 4608.21

Adjustment of Taxes for earlier years (724.81) 55.49

Balance brought forward from previous year 16880.56 13008.11

Transferred to state capital subsidy - (150.42)

Balance available for Appropriation 22230.02 17521.39

APPROPRIATIONS :

Proposed Dividend 350.80 350.80

Tax on Proposed Dividend 58.26 59.62

Transfer to General Reserve 303.71 230.41

Balance carried to Balance Sheet 21517.25 16880.56

DIVIDEND

In view of the sustained performance, your Directors are pleased to recommend dividend @ 15 % i.e. Rs. 1.50 per share on the paid up equity share of Rs. 10/- each of the Company.

OPERATING RESULTS & PROFITS

Your Company is continuously moving towards its journey of excellence by maintaining benchmark performance in the Chlor Alkali segments. Continuous import of Caustic Soda in India has affected our realization. Besides, your Company has faced pressure on realization of Chlorine and HC1, mainly due to mismatch of demand and supply. Despite overall challenging environment, the Company could be able to achieve superior performance in all spheres of its activities.

For the year under review, the gross turnover was higher by 4.40 % at Rs. 241.08 crores as compared to Rs. 230.91 crores in the previous financial year. Net sales during the year was Rs. 221.86 crores as compared to Rs. 204.07 crores in the previous year. Profit before tax stood at Rs. 71.22 crores as against previous years profit of Rs. 55.60 crores. After adjustment of the taxes, the net profit stood at Rs. 60.74 crores in comparison to previous years profit of Rs. 46.08 crores.

A more detailed discussion and analysis on the performance of your Company for the year under review as well as the outlook and focus for the coming year is contained under the chapter on Management Discussion and Analysis Report.

EXPANSION PROJECT:

We are pleased to inform that your Company is proposing to expand its Aluminium Chloride Plant capacity from 25 TPD to 50 TPD by putting up additional reactors, based on latest technology, with a capital investment of Rs.12.40 crores. The expanded capacity will be in operation by end of current Financial Year.

Your Company is also exploring to expand its capacity of Caustic plant by another 150 TPD alongwith 30 MW power plant. The clearance from Ministry of Environment & Forests for the above expansion plan is already received. The coal linkage for the proposed Power Plant has also been sanctioned by the Ministry of Coal in January 2010. The estimated cost for carrying out this expansion would be around Rs.325 crores.

AWARDS AND ACCOLADES

Your Directors are pleased to share that in recognition of its continuous journey of Excellence, your Company has bagged the Award on "Social Mobilization & Women Empowerment" by Birsa Agriculture University, Ranchi, conferred by Govt, of Jharkhand for the Year 2009-10.

COMMUNITY SERVICES

Beyond our business, we are committed for uplif tment of the society and social environment where we operate and transact our businesses. Your Company is sincerely working for the various noble causes in the form of promotion to rural education, women empowerment, self reliance and many more as outlined hereunder-

- Medical Camps in every week at Medical Centres of 40 villages adopted by the Company, where 17624 patients were given free treatment.

- Eye Camp, Eye Check up & Operation for 12 days in which 1038 Cataract operations conducted

- Artificial Limb camp conducted, where 59 handicapped persons benefited with Artificial Limbs.

- Family Planning camp, Mother-child health camp, immunization camp, Dental Check up camp, Homeopathic camp, AIDS awareness camp and other camps conducted, where the beneficiaries were more than 6403.

- NID Pulse Polio Programme organized in 29 booths, where the beneficiaries were more than 23473.

- 2059 blanket & woolen cloths distributed among poor and needy

- Old Age Monthly pension distribution for 31 poor and needy persons

- Scholarships were given to 110 poor girls, bicycle were distributed to 11 poor girls and Tailoring training was given to 40 needy girls.

- 26000 tree saplings distributed among farmers

- Wheat seeds distributed among 585 farmers

- 17809 catties were provided vaccination for the benefit of 5300 villagers.

- 158 hand pumps repaired/ installed in our adopted villages.

- Construction of 2 Hydel Towers and repair of Check Dam to provide water to nereby society.

SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL:

Your Company is conscious about safety of the employees vis-a vis all the stakeholders involved directly or indirectly in our activities. We are pleased to share that year 2009-10 has been a ZERO accident year.

Your Company has taken various steps for safety, health and pollution control, such as - commissioning of Auto liquid Chlorine filling stations, installation of Auto Control valves (on-off) in liquid Chlorine storage tanks, installation of Chlorine sensors, Pressure gauge and temperature sensors, Continuous monitoring of Mercury bearing hazardous waste earlier disposed in defined lagoon, Centralized control on emission of ancillaries through Calcium Hypo unit, Safe storage of solid waste of ancillary units in lined lagoon, Change in logic of cell load reduction from the rectifier cubicle directly instead of DCS which takes lesser time as compared to load reduction from DCS, Provision of explosion vent in boiler flue gas path to prevent over pressurization, automated vent in APH of boiler for safety against any entrapped combustible gasses inside; and mistake proofing against operational errors, Fail safe TG trip interlocking for turbine etc.

Your Company has also taken significant steps in its endeavor to protect the environment and maintain ecological balance in manufacturing of various Products.

DIRECTORS

During the year under review, the Board has appointed Shri Lalitkumar Shantaram Naik as Additional Director in the Board w.e.f. 1st April 2010 and subject to approval of Shareholders of the Company in terms of the Companies Act, 1956, has re-appointed Shri S. S. Gupta as Managing Director of the Company w.e.f. 24th October 2009 to broaden the representation of the Group Chemical Business expertise. Shri S. C. Mathur was appointed as Nominee Director in the Board in place of Shri Subrajit Bhowmick w.e.f. 5th April 2010.

In accordance with the provisions of the Companies Act, 1956 and Companys Articles of Association, Shri A. K. Agarwala and Shri J. C. Chopra, Directors retire by rotation and being eligible, offer themselves for re- appointment in the ensuing General Meeting.

The Board of the Company recommends the appointment / re-appointment of the eligible Directors.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis Report form part of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate, confirming compliance, is attached to the Report on Corporate Governance.

LISTING OF SHARES

The Companys shares are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

This was not applicable for the year under review.

FIXED DEPOSITS

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

AUDITORS AND AUDITORS REPORT

M/s. Khimji Kunvarji & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act,1956 and that they are not disqualified for re- appointment within the meaning of section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDIT

As per the requirement of the Central Govt, and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to its product every year. Subject to the approval of Central Govt., the Company has appointed M/s. S. Gupta & Co., Cost Accountants, Kolkata, to audit the cost accounts relating to its products for the financial year 2010-11.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Details of energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure forming part of this report.

In accordance with the provisions of Section 217(2A) read with 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 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.

CODE OF CONDUCT

In terms of requirement of Clause 49 of the Listing Agreement, the Board of Directors of Aditya Birla Chemicals (India) Limited has laid down a Code of Conduct for all Board Members and Senior Management of the Company, which is posted on the website of the Company. The Board Members and Senior Management have affirmed compliance with the Code of Conduct of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March 2010 are in full conformity with requirements of the Companies Act, 1956. Your Directors believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and result of operations.

As stipulated in Section-217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility statement and confirm that:

i) in the presentation of the Annual Accounts, applicable accounting standards have been followed ;

ii) the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your Company as at 31st March 2010 and of the profit for the financial year ended 31st March 2010 ;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities ;

iv) the annual accounts of your Company have been prepared on a going concern basis ;

v) the Companys Internal Auditors had conducted periodic audits to provide reasonable assurance that the Companys established policies and procedures have been followed.

INDUSTRIAL RELATIONS

The industrial relations with the employees and workmen of the company continued to be cordial. Your Company continues to improve the manpower productivity.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance.

The Directors wish to thank to all the shareholders, customers, dealers, suppliers, bankers, financial institutions, Govt, authorities and all the other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Camp : Mumbai

Dated: 30th April, 2010 A. K. Agarwala L. S. Naik Director Director

 
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