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Directors Report of Aditya Birla Money Ltd.

Mar 31, 2017

DIRECTOR''S REPORT TO THE MEMBERS

Dear Shareholders,

We are pleased to present the 21st Annual Report, together with the Audited Standalone and Consolidated Accounts of your Company for the financial year ended March 31, 2017.

1. FINANCIAL PERFORMANCE SUMMARY

The highlights of the financial results of the Company on a standalone and consolidated basis are as follows:

(Rs. in Crores)

Particulars

Standalone

Consolidated

Year ended March 31, 2017

Year ended March 31, 2016

Year ended March 31, 2017

Year ended March 31, 2016

Income from Operations

117.69

111.56

124.59

119.65

Other Income

7.21

6.83

8.52

8.00

Total Income

124.90

118.38

133.11

127.65

Profit before Interest, Depreciation and Taxation

15.46

12.02

16.68

14.32

Less : Interest

5.44

6.35

5.44

6.35

Profit before Depreciation and Taxation

10.02

5.66

11.24

7.97

Less : Depreciation

3.06

3.78

3.16

3.96

Profit / (Loss) Before Taxation

6.96

1.88

8.08

4.01

Current Tax

0.81

0.68

0.81

1.05

MAT Credit Written back

-

-

-

(0.36)

Profit / (Loss) After Tax

6.15

1.20

7.27

3.33

Profit / (Loss) brought forward from previous year

(25.67)

(26.86)

(27.91)

(31.24)

Balance carried to Balance Sheet

(19.52)

(25.67)

(20.63)

(27.91)

2. BUSINESS PERFORMANCE

The Company on a Standalone basis has achieved total income of Rs.125 crores as compared to Rs.118.38 crores during the previous year. The Income from Operations during the year was at Rs.117.69 crores as compared to Rs.111.56 crores during the previous year. The Company on a standalone basis has posted a Net Profit of Rs.6.15 crores during the year ended March 31, 2017.

On a Consolidated basis, the Company''s Income from Operations was stable at Rs.133.11 crores as compared to Rs.127.65 crores in the previous year. The Company has posted a Consolidated Net Profit of Rs.7.27 crores during the year ended March 31, 2017 as compared to Rs.3.23 crores in the previous financial year.

3. RESERVES

The Reserves & Surplus of the Company as on March 31, 2017 stood at Rs.27.77 crores. No amount is proposed to be transferred to Reserves during the year.

4. DIVIDEND

In order to conserve cash for Company''s operations, your Directors do not recommend any dividend for the year under review.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.25 crores. The Issued, Subscribed and Paid- up Capital of the Company was Rs.15.54 crores as on March 31, 2016 consisting of 55,400,000 Equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference shares of Rs.100/- each.

6. CREDIT RATING

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme of the company.

7. PUBLIC DEPOSITS

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). During the year under review, the Company was in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the Corporate Governance compliances.

The Report on Corporate Governance as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Practicing Company Secretary''s Certificate confirming compliance with Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure I and the same forms part of the Directors'' Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations of the company is provided as a separate section and forms part of the Annual Report.

10. SUBSIDIARY

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking.

During the year, ABCBL has posted total Income of Rs.8.22 crores as compared to Rs.9.44 crores during previous year. The subsidiary has posted a Net Profit of Rs.1.13 crores as compared to a Net Profit of Rs.2.13 crores in the previous year.

The Policy for determining material subsidiaries may be accessed on the Company''s website at http://www. adityabirlamoney.com/about-us/investor.

The audited financial statements of the Company''s subsidiaries and related information have been placed on the website of the Company viz. www.adityabirlamoney.com. Any Member, who is interested in obtaining a copy of audited financial statements of the Company''s subsidiaries may write to the Company Secretary at the Registered Office of the Company.

The Consolidated Financial Statements prepared pursuant to Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India forms part of the Annual Report. The statement containing the salient features of the financial statements of the Company''s subsidiary is set out in Annexure II to this report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

12. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has put 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 orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has the required internal financial controls in place as prescribed under the Companies Act, 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the financial statements.

14. RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy in place which includes identifying the elements of risk in the opinion of the Board that may threaten the existence of the Company. The Company has a Risk Governance Committee to evaluate the significant risk exposure of the Company & assessing Management''s action to mitigate the exposure in timely manner and approving the implementation of the Enterprise Risk Management Framework for the Company. During the year, the Risk Governance Committee met on March 09, 2017 and had discussions on various risk areas and mitigations initiated by the Company.

15. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mr. G. Vijayaraghavan, Directors of the Company. The other members of the Committee are Mr. Gopi Krishna Tulsian and Ms. Pinky A Mehta, Directors of the Company.

The Company also has in place a CSR Policy and the same is available on the website of the Company at www.adityabirlamoney.com. A detailed Report is attached as Annexure VI forming part of this report.

16. RELATED PARTY TRANSACTIONS

During the financial year, the Company has entered into related party transactions which were on an arm''s length basis and in the ordinary course of business. All related party transactions have been approved by the Audit Committee of the Board of Directors of the Company and the same are being reviewed by it on a periodic basis.

The Board has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and the same is posted on the Company''s website viz.www.adityabirlamoney.com.

Details of Related Party Transaction for the year 2016-17 are mentioned in Note No.30 of notes to financial statement for FY 2016-17 and the material transaction is stated in Form AOC - 2 enclosed as Annexure V.

17. COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (Previous Year - Nil) and outgo (Previous Year - Nil), respectively.

19. DIRECTORS

Changes in Board Constitution -

Since Last AGM, there is no such changes made in Constitution of Board of Directors. Further Ms. Pinky A. Mehta retires from office by rotation and being eligible, has offered herself for re-appointment. The Directors recommend the said re-appointment. Items seeking your approval on the above re-appointment are included in the Notice convening the Annual General Meeting. Brief resume of the Director seeking appointments / re-appointments form part of the Notice of the ensuing Annual General Meeting.

Board Meetings -

The Board of Directors of the Company met 4 (four) times during the year i.e. on May 06, 2016, July 29, 2016, October 24, 2016 and January 25, 2017.

Composition of the Audit Committee -

The Board has constituted the Audit Committee which comprises of Mr. P. Sudhir Rao (Chairman), Mr. G. Vijayaraghavan and Mr. Shriram Jagetiya as the members. Other details of the Audit Committee are listed in the Corporate Governance Report. The Audit Committee met 4 times during the year under review.

Independent Director''s confirmation -

The Independent Directors on the Company''s Board have given their respective declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements), 2015.

Annual Evaluation -

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The manner of evaluation is provided in the Corporate Governance Report. The details of programme for familiarization of Independent Directors of your Company are available on your Company''s website viz. www.adityabirlamoney.com.

Key Managerial Personnel -

During the period under review, Ms. Sumathy Ravichandran resigned from the office of Chief Financial Officer of the Company with effect from July 31, 2016 and the Board has appointed Mr. Pradeep Sharma as the Chief Financial Officer effective August 01, 2016.

Policy on Remuneration to Directors, Key Managerial Personnel -

The Nomination and Remuneration Committee has formulated the policy on remuneration for the Directors, Key Managerial Personnel which is appended herewith as Annexure VII and also posted on the website www.adityabirlamoney.com.

20. DISCLOSURE PURSUANT TO SECTION 62(1)(B) OF THE COMPANIES ACT, 2013 READ WITH RULE 12 OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 & SECURITIES EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure

Particulars

Options granted on December 02, 2014

2,509,341

Options outstanding as on April 01, 2016

1,979,120

Options vested during the year

25% of the options granted

Options exercised as on March 31, 2017

Nil

Total number of shares arising as a result of exercise of options

Nil

Options lapsed

533,275 (due to resignation of employees)

Exercise Price

Rs.34.25/- per option

Variation of terms of options

Nil

Money realised by exercise of options

Nil

Options outstanding as on March 31, 2017

1,445,845

Employee-wise details of options granted (i) Key Managerial Personnel

No. of options granted

No. of options outstanding

Mr. Murali Krishnan L.R. - Manager

27,473

25,756

Mr. Pradeep Sharma - Chief Financial Officer

Nil

Nil

Mr. Vikashh K Agarwal - Company Secretary

32,967

30,907

(ii) Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year

Mr. Saurabh Shukla - Head - Broking and Retail Business. Options Granted - 225,275 Options Outstanding - 211,195

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Accounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been posted on the Company''s website at the link at the link http://www.adityabirlamoney.com/about-us/investor.

A certificate received from the Statutory Auditors on the implementation of the Company''s Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

21. INTERNAL AUDIT FRAMEWORK

The Company has in place a robust internal audit framework to monitor the efficacy of internal controls with the purpose of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing, of the Company, involves the utilization of a systematic methodology for analyzing business processes or organizational problems and recommending solutions to add value and improve the processes. The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

As per the provisions of Section 138 of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam, Chartered Accountants have been appointed as the Internal Auditors by the Board of Directors of the Company. The audit scope and plans are approved by the Board every year.

Internal Audit Process followed by the Company is as follows:

- Establish and communicate the scope and objectives of audit to the management

- Develop an understanding of the business area under review.

- Identify control procedures used to ensure each key transaction type is properly controlled and monitored.

- Develop and execute a risk-based sampling and testing approach to determine whether the key controls are operating as intended.

- Report the key audit findings and recommendations made by the auditors to the Board of Directors of the Company

- Monitor the implementation of audit recommendations and ensure periodic reporting to the Board of Directors of the Company

- Audit findings are used as a key input in the risk management process and all the key risks of the Company are mapped to the audit processes to ensure a risk- based audit approach.

- The internal audit activity is monitored on an ongoing basis

22. 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, having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information about the employees, is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure to the Boards'' Report as Annexure III.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a vigil mechanism wherein the directors and employees to report their concerns about unethical behavior, and actual or suspected fraud or violation of the Company''s Code of Conduct to the Value Standards Committee. The Company Secretary of the Company acts as the Secretary to the Values Standard Committee. On a quarterly basis, an update on the issues reported under this policy is placed before the Audit Committee of the Board of Directors, for its review and perusal. The vigil mechanism Policy is posted on the Company''s website at www.adityabirlamoney.com.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has implemented a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) presided by a senior level woman employee has been set up to redress complaints received on sexual harassment. All employees (including permanent, contractual, temporary, trainees) are covered under this policy.

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

No. of complaints received : None

No. of complaints disposed off : Not Applicable

25. 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 for the financial year March 31, 2017 in Form MGT-9 is given in Annexure IV to this report.

26. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (Ind AS) converged with International Financial Reporting Standards (IFRS). The accounts of the Company are consolidated by Aditya Birla Nuvo Limited (ABNL) the ultimate holding Company. As Indian Accounting Standards (IND AS) is applicable to ABNL, the Company has prepared its account under IND AS and Indian Generally Accepted Accounting Principles (IGAAP).

27. 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 presents the Company''s financial condition and results of operations.

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that, to the best of their knowledge and belief:

(i) i n the preparation of the annual accounts, the applicable standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the 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 the Company and for preventing and detecting fraud and other irregularities;

(iv) the attached Statement of Accounts for the period ended March 31, 2017 have been prepared on a "going concern basis";

(v) proper internal financial controls were in place and that the financial controls were adequate and were operating efficiently.

(vi) proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems were adequate and operating efficiently;

28. STATUTORY AUDITORS AND THEIR REPORT

M/s. S.R. Batliboi & Co. LLP, (Registration No.301003E/E300005) Chartered Accountants, Mumbai were appointed in the 19th Annual General Meeting as the Statutory Auditors of the Company for a period of five years to hold office upto the conclusion of the Twenty Fourth Annual General Meeting. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by the Members at every AGM. Accordingly, requisite resolution forms part of the notice convening AGM for ratification appointment of Auditor.

The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and therefore do not call for any further comments. The observations reported under Emphasis of Matter by the Auditors of the Company in their report with relevant notes to the Accounts are self-explanatory and do not call for any further explanation / comments.

29. SECRETARIAL AUDITORS

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. BNP & Associates, Company Secretaries, Mumbai as the Secretarial Auditor for conducting a Secretarial Audit of the Company for the financial year ended March 31, 2017. The report of the Secretarial Auditors is attached as Annexure VIII. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

30. APPRECIATION

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing cooperation and support provided by Central and State Governments and all Regulatory bodies. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company''s growth.

For and on behalf of the Board of Directors,

Gopi Krishna Tulsian Tushar Shah

Director Director

DIN : 00017786 DIN : 07504267

Place : Mumbai

Date : April 28, 2017


Mar 31, 2016

DIRECTOR''S REPORT TO THE MEMBERS

Dear Shareholders,

We are pleased to present the 20th Annual Report, together with the Audited Standalone and Consolidated Accounts of your Company for the financial year ended March 31, 2016.

1. Financial Performance Summary

The highlights of the financial results of the Company on a standalone and consolidated basis are as follows:

(Rs. in Crores)

Standalone

Consolidated

Particulars

Year ended March 31, 2016

Year ended March 31, 2015

Year ended March 31, 2016

Year ended March 31, 2015

Income from Operations

111.56

112.01

119.65

119.08

Other Income

6.83

6.71

8.00

7.38

Total Income

118.38

118.72

127.65

126.46

Profit before Interest, Depreciation and Taxation

12.02

14.50

14.32

13.51

Less : Interest

6.35

1.98

6.35

1.98

Profit before Depreciation and Taxation

5.66

12.51

7.97

11.53

Less : Depreciation

3.78

5.72

3.96

5.93

Profit / (Loss) Before Taxation

1.88

6.79

4.01

5.61

Current Tax

0.68

-

1.05

-

MAT Credit

-

-

(0.36)

-

Less : Excess Provision for Tax Written back

-

(0.29)

-

(0.29)

Profit / (Loss) After Tax

1.20

7.08

3.33

5.90

Profit / (Loss) brought forward from previous year

(26.86)

(25.53)

(31.24)

(28.70)

Less: Depreciation written off as per Schedule II

-

8.41

-

8.43

Balance carried to Balance Sheet

(25.67)

(26.86)

(27.91)

(31.24)

2. Business Performance

The Company on a Standalone basis has achieved total income of Rs.118.38 crores as compared to Rs.118.72 crores during the previous year. The Income from Operations during the year was also stable at Rs. 111.56 crores as compared to Rs. 112.01 crores during the previous year. The Company has posted a Net Profit of Rs. 1.20 crores during the year ended March 31, 2016.

On a Consolidated basis, the Company''s Income from Operations was stable at Rs.127.65 crores as compared to Rs.126.45 crores in the previous year. The Company has posted a Consolidated Net Profit of Rs. 3.33 crores during the year ended March 31, 2016.

3. Reserves

The Reserves & Surplus of the Company as on March 31, 2016 stood at Rs. 21.63 crores. No amount is proposed to be transferred to Reserves during the year.

4. Dividend

In order to conserve cash for Company''s operations, your Directors do not recommend any dividend for the year under review.

5. Share Capital

The Authorized Share Capital of the Company is Rs.25 crore. The Issued, Subscribed and Paid-up Capital of the Company was Rs.15.54 crores as on March 31, 2016 consisting of 55,400,000 Equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference shares of Rs.100/- each.

6. Credit Rating

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme.

7. Public Deposits

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). During the year under review, the Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges as amended by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the Corporate Governance compliances.

The Report on Corporate Governance as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Practicing Company Secretary''s Certificate confirming compliance with Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure I and the same forms part of the Directors'' Report.

9. Management Discussion and Analysis

In terms of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations of the Company is provided as a separate section and forms part of the Annual Report.

10. Subsidiary

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking.

During the year, ABCBL has posted total Income of Rs. 9.27 crores as compared to Rs.7.75 crores during previous year, growth of 19.6%. The subsidiary has posted a Net profit of Rs. 2.13 crores as compared to a net loss of Rs.1.18 crores in the previous year.

The Policy for determining material subsidiaries may be accessed on the Company''s website at http://www.adityabirlamoney.com/about-us/investor.

The audited financial statements of the Company''s subsidiaries and related information have been placed on the website of the Company viz. www.adityabirlamoney.com. Any Member, who i s interested in obtaining a copy of audited financial statements of the Company''s subsidiaries may write to the Company Secretary at the Registered Office of the Company.

The Consolidated Financial Statements prepared pursuant to Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India forms part of the Annual Report. The statement containing the salient features of the financial statements of the Company''s subsidiary is set out in Annexure II to this report.

11. Significant and Material Orders Passed by the Regulators or Courts

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

12. Internal Financial Control and their Adequacy

The Company has put 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 orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has the required internal financial controls in place as prescribed under the Companies Act, 2013.

13. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the financial statements.

14. Risk Management Policy

The Company has a robust Risk Management Policy in place which includes identifying the elements of risk in the opinion of the Board that may threaten the existence of the Company. The Company has a Risk Governance Committee to evaluate the significant risk exposure of the Company & assessing Management''s action to mitigate the exposure in timely manner and approving the implementation of the Enterprise Risk Management Framework for the Company. During the year, the Risk Governance Committee met on March 16, 2016 and had discussions on various risk areas and mitigations initiated by the Company.

15. Corporate Social Responsibility

In terms of the provisions Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mr.G.Vijayaraghavan. The other members of the Committee are Mr. Gopi Krishna Tulsian and Ms. Pinky A Mehta, Directors of the Company.

The Company also has in place a CSR Policy and the same is available on the website of the Company at www.adityabirlamoney.com. A detailed report is attached as Annexure VI forming part of this report.

16. Related Party Transactions

During the financial year, the Company has entered into related party transactions which were on an arm''s length basis and in the ordinary course of business. All related party transactions have been approved by the Audit Committee of the Board of Directors of the Company and the same are being reviewed by it on a periodic basis.

The Board has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and the same is posted on the Company''s website viz.www.adityabirlamoney.com.

Details of Related Party Transaction for the year 2015-16 are mentioned in Note No.30 of Notes to Financial Statement for the FY 2015-16 and the material transaction is stated in Form AOC-2 enclosed as Annexure V.

17. Cost Audit

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to the Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (Previous Year - Nil) and outgo (Previous Year - Nil), respectively.

19. Directors

Changes in Board Constitution -

Mr. Sudhakar Ramasubramanian, the Managing Director of the Company, resigned from the Board as a Director and Managing Director of the Company with effect from April 30, 2016 due to his movement to another role within the Aditya Birla Group. The Board places on record its deep appreciation for the services rendered by him during his tenure as the Managing Director.

Subject to the approval of the shareholders, the Board has on recommendation of the Nomination and Remuneration Committee appointed Mr. Tushar Shah (DIN: 07504267) as an Additional Director of the Company with effect from May 06, 2016. In accordance with Section 161 of the Companies Act, 2013, Mr. Tushar Shah holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible to be appointed as the Director of the Company.

The Company has received a notice from M/s. Aditya Birla Financial Services Limited, shareholder along with the requisite deposit signifying his candidature for appointment as the Director at the ensuing Annual General Meeting. The resolution seeking Mr. Tushar Shah''s appointment has been included in the Notice of the Annual General Meeting together with his brief details.

Mr. Shriram Jagetiya retires from office by rotation and being eligible, has offered himself for reappointment. The Directors recommend the said re-appointment. Items seeking your approval on the above re-appointment are included in the Notice convening the Annual General Meeting. Brief resumes of the Directors seeking appointments / reappointments form part of the Notice of the ensuing Annual General Meeting.

Board Meetings

The Board of Directors of the Company met 4 (four) times during the year i.e. on May 04, 2015, July 23, 2015, October 28, 2015 and January 27, 2016.

Composition of the Audit Committee -

The Board has constituted the Audit Committee which comprises of Mr. Sudhir Rao (Chairman), Mr. G.Vijayaraghavan and Mr. Shriram Jagetiya as the members. Other details of the Audit Committee are listed in the Corporate Governance Report. The Audit Committee met 4 times during the year under review.

Independent Director''s confirmation -

The Independent Directors on the Company''s Board have given their respective declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements), 2015.

Annual Evaluation -

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The manner of evaluation is provided in the Corporate Governance Report. The details of programme for familiarisation of Independent Directors of your Company are available on your Company''s website viz. www.adityabirlamoney.com.

Key Managerial Personnel

During the year under review, Mr. Srinivas Subudhi resigned from the office of Chief Financial Officer of the Company with effect from March 31, 2016. The Board has appointed Ms. Sumathy Ravichandran as the Chief Financial Officer effective May 06, 2016.

Consequent to the resignation of Mr. Sudhakar Ramasubramanian as the Managing Director of the Company , the Board has on recommendation of the Nomination and Remuneration Committee, appointed Mr. Murali Krishnan L R as the

Manager of the Company with effect from May 06, 2016 subject to approval by the Shareholder of the Company and further the board requested the Shareholders of the company to approve the same in the ensuing AGM.

Policy on Remuneration to Directors, Key Managerial Personnel

The Nomination and Remuneration Committee has formulated the policy on remuneration for the Directors, Key Managerial Personnel which is appended herewith as Annexure VII and also posted on the website www.adityabirlamoney.com.

20. Disclosure Pursuant to Section 62(1)(B) of the Companies Act, 2013 Read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 & Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure

Particulars

Options granted on December 02, 2014

2,509,341

Options outstanding as on April 01, 2015

24,48,901

Options vested during the year

25% of the options granted

Options exercised as on March 31, 2016

Nil

Total number of shares arising as a result of exercise of options

Nil

Options lapsed

4,69,781 (due to resignation of employees)

Exercise Price

Rs.34.25/- per option

Variation of terms of options

Nil

Money realised by exercise of options

Nil

Options outstanding as on March 31, 2016

19,79,120

Employee-wise details of options granted (i) Key Managerial Personnel

No. of options granted

No. of options outstanding

Mr.Sudhakar Ramasubramanian, Managing Director

329,670

329,670

Mr.Srinivas Subudhi, Chief Financial Officer

Nil

Nil

Mr.Vikashh K Agarwal, Company Secretary

32,967

32,967

(ii) Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year

(i) Mr. Saurabh Shukla - Head - Broking and Retail Business - 225,275

(ii) Mr. Mohit Saxena - Senior Vice President -Products, BD and Worksite Marketing - 157,692

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Nil

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Accounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been posted on the Company''s website at the link http://www.adityabirlamoney.com/about-us/investor.

A certificate received from the Statutory Auditors on the implementation of the Company''s Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

21. Internal Audit Framework

The Company has in place a robust internal audit framework to monitor the efficacy of internal controls with the purpose of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing, of the Company, involves the utilization of a systematic methodology for analyzing business processes or organizational problems and recommending solutions to add value and improve the processes. The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

As per the provisions of Section 138 of the Companies Act, 2013, M/s PKF Sridhar & Santhanam, Chartered Accountants have been appointed as the Internal Auditors by the Board of Directors of the Company. The audit scope and plans are approved by the Board every year.

Internal Audit Process followed by the Company is as follows:

- Establish and communicate the scope and objectives of audit to the management

- Develop an understanding of the business area under review.

- Identify control procedures used to ensure each key transaction type is properly controlled and monitored.

- Develop and execute a risk-based sampling and testing approach to determine whether the key controls are operating as intended.

- Report the key audit findings and recommendations made by the auditors to the Board of Directors of the Company

- Monitor the implementation of audit recommendations and ensure periodic reporting to the Board of Directors of the Company

- Audit findings are used as a key input in the risk management process and all the key risks of the Company are mapped to the audit processes to ensure a risk- based audit approach.

- The internal audit activity is monitored on an ongoing basis

22. 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, having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information about the employees, is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure to the Boards'' Report as Annexure III.

23. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a vigil mechanism wherein the directors and employees to report their concerns about unethical behaviour, and actual or suspected fraud or violation of the Company''s Code of Conduct to the Value Standards Committee. The Company Secretary of the Company acts as the Secretary to the Values Standard Committee. On a quarterly basis, an update on the issues reported under this policy is placed before the Audit Committee of the Board of Directors, for its review and perusal. The vigil mechanism Policy is posted on the Company''s website at www.adityabirlamoney.com.

24. Disclosure Under the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has implemented a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) presided by a senior level woman employee has been set up to redress complaints received on sexual harassment. All employees (including permanent, contractual, temporary, trainees) are covered under this policy.

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

No. of complaints received : None

No. of complaints disposed off : Not Applicable

25. 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 for the financial year March 31, 2016 in Form MGT-9 is given in Annexure IV to this report.

26. 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 presents the Company''s financial condition and results of operations.

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the annual accounts, the applicable standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the 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 the Company and for preventing and detecting fraud and other irregularities;

(iv) the attached Statement of Accounts for the period ended March 31, 2016 have been prepared on a "going concern basis";

(v) proper internal financial controls were in place and that the financial controls were adequate and were operating efficiently.

(vi) proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems were adequate and operating efficiently;

27. Statutory Auditors and Their Report

M/s. S.R. Batliboi & Co. LLP, (Registration No.301003E/E300005) Chartered Accountants, Mumbai were appointed in the 19th Annual General Meeting as the Statutory Auditors of the Company for a period of five years to hold office up to the conclusion of the Twenty Fourth Annual General Meeting. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by the Members at every AGM. Accordingly, requisite resolution forms part of the notice convening AGM for ratification appointment of Auditor.

The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and therefore do not call for any further comments. The observations reported under Emphasis of Matter by the Auditors of the Company in their report with relevant notes to the Accounts are self-explanatory and do not call for any further explanation / comments.

28. Secretarial Auditors

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Board has appointed M/s. BNP & Associates, Company Secretaries, Mumbai as the Secretarial Auditor for conducting a Secretarial Audit of the Company for the financial year ended March 31, 2016. The report of the Secretarial Auditors is attached as Annexure VIII. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

29. Appreciation

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing cooperation and support provided by Central and State Governments and all Regulatory bodies. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company''s growth.

For and on behalf of the Board of Directors,

Date : May 06, 2016 Gopi Krishna Tulsian Shriram Jagetiya

Place : Chennai Director Director

DIN : 00017786 DIN : 01638250


Mar 31, 2015

Dear Members,

We are pleased to present the 19th Annual Report, together with the Audited Standalone and Consolidated Accounts of your

Company for the financial year ended March 31,2015.

1. Financial Performance Summary

The highlights of the financial results of the Company on a standalone and consolidated basis are as follows:

Standalone Year ended Year ended Particulars March 31, March 31,

2015 2014

Income from Operations 112.01 65.09

Other Income 6.71 4.82

Total Income 118.72 69.91

Profit before Interest, Depreciation and Taxation 14.50 0.30

Less : Interest 1.98 2.39

Profit before Depreciation and Taxation 12.51 (2.09)

Less : Depreciation 5.72 6.12

Profit / (Loss) Before Taxation 6.79 (8.20)

Less : Excess Provision for Tax Written back (0.29) —

Profit / (Loss) After Tax 7.08 (8.20)

Profit / (Loss) brought forward from previous year (25.53) (17.33)

Less: Depreciation written off as per Schedule II 8.41 —

Balance carried to Balance Sheet (26.86) (25.53)



(Rs. in Crore) Consolidated Year ended Year ended Particulars March 31, March 31,

2015 2014

Income from Operations 119.08 75.18

Other Income 7.38 6.13

Total Income 126.46 81.31

Profit before Interest, Depreciation and Taxation 13.51 (2.86)

Less : Interest 1.98 2.42

Profit before Depreciation and Taxation 11.53 (5.28)

Less : Depreciation 5.93 6.46

Profit / (Loss) Before Taxation 5.61 (11.74)

Less : Excess Provision for Tax Written back (0.29) —

Profit / (Loss) After Tax 5.90 (11.74)

Profit / (Loss) brought forward from previous year (28.70) (16.97)

Less: Depreciation written off as per Schedule II 8.43 —

Balance carried to Balance Sheet (31.24) (28.70)

2. Business Performance

The Company on a Standalone basis has achieved total income of Rs.118.72 Crore as compared to Rs.69.91 Crore during the previous year, a growth of 69.8%. The Income from Operations during the year was Rs.112.01 Crore as compared to Rs.65.09 Crore during the previous year. The Company's overall top down and bottom up approach has resulted in a Profit before Depreciation and Taxation of Rs.12.51 Crore as compared to a loss of Rs.2.09 Crore in the previous year. Interest Cost was down at Rs.1.98 Crore as compared to Rs.2.39 Crore in the previous year. The Company has posted a Net Profit of Rs.7.08 Crore as compared to Net Loss of Rs.8.20 Crore in the previous year.

On a Consolidated basis, the Company's Income from Operations was Rs.119.08 Crore, as compared to Rs.75.18 Crore in the previous year, a growth of 58.4%. The Company has posted a Consolidated Net Profit of Rs.5.90 Crores as compared to a Net Loss of Rs.11.74 Crores in the previous year.

3. Reserves

The Reserves & Surplus of the Company as on March 31, 2015 stood at Rs.20.43 Cr. No amount is proposed to be transferred to Reserves during the year.

4. Dividend

In order to conserve cash for Company's operations, your Directors do not recommend any dividend for the year under review.

5. Share Capital

The Authorised Share Capital of the Company is Rs.25 Crore. The Paid up Capital, Issued and Subscribed Capital of the Company was Rs.15.54 Crores as on March 31, 2015 consisting of 55,400,000 Equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs.100/- each.

6. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company is provided as a separate section and forms part of the Annual Report.

7. Corporate Governance

Your Directors reaffirm their commitment to the corporate governance standards to the extent they are applicable to the Company. A detailed report on Corporate Governance form part of the Annual Report.

8. Board Meetings

The Board of Directors of the Company met 5 (five) times during the year i.e. on April 29, 2014, July 28, 2014, November 5, 2014, January 28, 2015 and March 30, 2015.

9. Subsidiary

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking.

ABCBL has posted total Income of Rs.7.75 Crores as compared to Rs.11.68 Crores during previous year. The Net Loss is at Rs.1.18 Crores as compared to a Net Loss of Rs.3.53 Crores in the previous year.

The Consolidated financial statements pursuant to Clause 41 of the Listing Agreement and in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India form part of the Annual Report. The statement containing the salient features of the financial statements of the Company's subsidiary is set out in the Annexure to this report.

10. Public Deposits

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Credit Rating

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme.

12. Significant and Material Orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

13. Details about adequacy of Internal Financial Controls

The Company has adopted the requisite policies and procedures to ensure orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The company has the required internal financial controls in place as prescribed under Companies Act, 2013.

14. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

15. Risk Management Policy

The Company has a robust Risk Management Policy in place which includes identifying the elements of risk in the opinion of the Board that may threaten the existence of the company. The Company has a Risk Governance Committee to evaluate the significant risk exposure of the Company & assessing Management's action to mitigate the exposure in timely manner and approving the implementation of the Enterprise Risk Management Framework for the Company. During the year, the Risk Governance Committee met on March 18, 2015 and discussed on the various risk areas and mitigations initiated by the Company.

16. Corporate Social Responsibility

The provisions of Corporate Social Responsibility are not applicable to the Company for the financial year 2014-15 as the criteria mentioned under Section 135 of the Companies Act, 2013 is not fulfilled.

However, the provisions of the Section 135 of the Act would be applicable for the next financial year on account of Company posting net profits above Rs.5 Crores in the financial year 2014-15. The Board, at its meeting dated May 04, 2015 has constituted a CSR Committee. The constitution and the terms of reference of the Committee are more fully mentioned in the Corporate Governance Report.

17. Related Party Transactions

All Related Party Transactions ('RPT') entered into during the financial year by the Company were on an arm's length basis and in the ordinary course of business.

The Board has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. As per the policy, the Audit Committee may grant omnibus approval for RPTs which are repetitive in nature. The Audit Committee may further grant omnibus approval for such transactions which are unforeseen provided that the value of each such transaction shall not exceed Rs. 1 Crore.

The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions are placed before the Audit Committee for its approval on a quarterly basis.

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is set out in the Annexure to this report.

18. Cost Audit

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to the Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (Previous Year - Nil) and outgo (Previous Year - Nil), respectively.

20. Directors and Key Managerial Personnel

As on March 31, 2015, your Board of Directors comprised of 6 Directors including 2 Independent Directors. During the year under review, Ms. Pinky A Mehta was appointed as an Additional Director of the Company with effect from March 30, 2015 and holds office as a Director upto the ensuing Annual General Meeting of the Company. The Board recommends to the shareholders, the appointment of Ms. Pinky A Mehta as a Director, liable to retire by rotation.

The Company has received requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 2013 and other applicable statutes.

The Board of Directors appointed Mr. Srinivas Subudhi as the Chief Financial Officer of the Company with effect from May 15, 2014.

Further, Mr. Balaji S resigned from the office of Company Secretary with effect from September 26, 2014 and Mr. Vikashh K Agarwal was appointed as the Company Secretary of the Company pursuant to Section 203 of the Companies Act, 2013, with effect from January 28, 2015.

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013.

Formal Annual Evaluation of the Board

a. Meeting of the Independent Directors

During the year, the Independent Directors of the Company met on March 28, 2015 to review the performance of Non-Independent Directors, the Board as a whole, Chairman of the Board and the Committees of the Board.

The Company has conducted a familiarisation programme for the Independent Directors of the Company and the details of such familiarisation programmes are disseminated on the website of the Company at the link http://www.adityabirlamoney.com/about-us/investor.

b. Meeting of the Board of Directors other than Independent Director

During the year, the Board of Directors of the Company other than the Independent Directors met on March 30, 2015 to evaluate the performance of the Independent Directors, Chairman of the Board, the Board as a whole and the Committees of the Board.

On the basis of the performance evaluation undertaken, the Board is of the view that the contribution of the Independent Directors to the Board is remarkable and therefore the term of appointment of the Independent Directors shall be continued.

21. Composition of Audit Committee

In compliance of the provisions of Section 177 of the Companies Act, 2013 and in accordance with the provisions of Clause 49 of the Listing Agreement, the Company has a qualified and independent Audit Committee of the Board. All the members of the Audit Committee are financially literate having accounting and related financial management expertise.

The Audit Committee consists of the following three Directors, two-thirds of whom are Independent.

1. Mr. P Sudhir Rao (Independent Director) — Chairman

2. Mr. G. Vijayaraghavan (Independent Director) — Member

3. Mr. Shriram Jagetiya — Member

The Chairman of the Audit Committee is an Independent Director.

During the year under review, the Board of Directors of the Company have accepted all the recommendations as put forth by the Audit Committee.

22. Policy on Remuneration to Directors, Key Managerial Personnel and Other Employees

The Nomination and Remuneration Committee has recommended to the Board a policy on remuneration for the Directors, Key Managerial Personnel and other employees. The key highlights of the policy are reproduced herein below:

Objectives of the Executive Remuneration Program:

Our executive compensation program is designed to attract, retain, and reward talented executives who will contribute to our long-term success and thereby build value for our shareholders.

Our executive compensation program is intended to:

1. Provide for monetary and non-monetary remuneration elements to our executives on a holistic basis.

2. Emphasise "Pay for Performance" by aligning incentives with business strategies to reward executives who achieve or exceed Group, business and individual goals.

Business and Talent Competitors

We benchmark our executive pay practices and levels against peer companies in similar industries, geographies and of similar size.

Executive Pay-mix

Our executive pay-mix aims to strike the appropriate balance between key components:

(i) Fixed Cash compensation (Basic Salary Allowances)

(ii) Annual Incentive Plan

(iii) Long-Term Incentives

(iv) Perks and Benefits

Performance Goal Setting

We aim to ensure that for both annual incentive plans and long term incentive plans, the target performance goals shall be achievable and realistic.

Performance Measurement & Executive Benefits

Our executives are eligible to participate in our broad-based retirement, health and welfare, and other employee benefit plans. In addition to these broad-based plans, they are eligible for other benefits plans commensurate with their roles. These benefits are designed to encourage long-term careers with the Group.

23. Disclosure pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 & SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended by Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

During the year, the Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014. The applicable disclosures as on March 31,2015 as stipulated under the above mentioned regulations are given below:

Nature of Disclosure Particulars

Options granted 2,509,341

Each option represents Each Option is exercisable into one share of Rs. 1 each of the Company

Date of grant of options by the Nomination and December 2, 2014 Remuneration Committee

Exercise Price Rs. 34.25/- per option

The pricing formula The exercise price was based on the latest available closing price, prior to December 2, 2014 (the date of grant by the Nomination & Remuneration Committee) on the recognised stock exchanges on which the shares of the Company are listed with the highest trading volume.

Options vested Nil

Options exercised Nil

The total number of shares arising as a result of Nil. Since none of the options exercise of options have been vested as yet, no shares have been issued by the Company.

Options lapsed 60,440 (due to resignation of employees)

Variation of terms of options Nil

Money realised by exercise of options Nil

Total number of options outstanding as on March 31,2015 2,448,901

Vesting Period

vesting Dates % of options that shall vest

12 months from the date of grant 25% of the grant

24 months from the date of grant 25% of the grant

36 months from the date of grant 25% of the grant

48 months from the date of grant 25% of the grant

Requirements of vesting Vesting of options shall be subject to the condition that the grantee is in continuous employment with the Company and is not serving any notice of resignation on the date of such vesting (except in the case of

a) Death

b) Permanent Disability suffered by the Grantee

c) Retirement or

d) transfer or deputed to an entity within the Group)

And shall not be subject to any pending disciplinary proceeding and thus the options would vest on a passage of time.

Exercise period and process of exercise In addition to this, the Nomination and Remuneration Committee may also specify certain performance parameters subject to which the options would vest.

The options granted to a grantee shall be capable of being exercised within a period of five years from the date of vesting of the respective options.

The grantee may, at any time during the exercise period, and subject to fulfilment of conditions of the grant and vesting, as applicable, exercise the options by submitting an exercise application to the Company, for issuance and allotment of shares pursuant to the vested options, accompanied with:

(i) payment of an amount equivalent to the option exercise price, in respect of such Shares; and/or

(ii) Such other documentation as the Nomination and Remuneration Committee may specify to confirm extinguishment of the rights comprising in the options then exercised, subject to applicable Law.

Lock-in period Nil

Maximum number of options to be granted: Per employee: Up to 1% of the paid-up equity share capital of the Company at the time of grant

In aggregate: 2,770,000 equity shares of the Company

Method used for valuation of options Market Value Method (Intrinsic Value)

Employee-wise details of options granted

(i) Senior Managerial Personnel (Directors and KMP)

Name & Designation No. of options No. of options granted outstanding

Sudhakar Ramasubramanian, 329,670 329,670

Managing Director

Srinivas Subudhi, Chief Financial Officer Nil Nil

Vikashh K Agarwal, Company Secretary 32,967 32,967

(ii) Any other employee who received a grant in Mr. V. Girish - Executive any one year of option Vice President - Wealth Management amounting to 5% and Channel Business - 225,275 or more of options granted during that Mr. Saurabh Shukla - Head - Broking and Retail Business - 225,275 year Mr. Mohit Saxena - Senior Vice President - Products, BD and Worksite Marketing - 157,692

(iii) Identified employees who Nil were granted option, during any one year, equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in Nil. Since none of the options accordance with Accounting Standard have been exercised, no shares (AS) 20 - have been issued by the Company. 'Earning Per Share'

Difference between the employee compensation Had the company used the fair cost, computed using the intrinsic value model to determine the value of the compensation, its profits after tax and earnings per share as reported would have changed to the amounts indicated below:

stock options and the employee compensation cost that shall have been recognised if the fair value of the options were used. The impact of this difference on profits and on Eps of the company

For the year ended March 31, 2015

Net Profit (as reported) 70772,057

Less: impact of Incremental cost under Fair Value approach 8,152,100



Net Profit (Proforma) 62,619,956

Basic Earnings per share (as reported) (in Rs.) 1.28

Basic Earnings per share (Proforma) (in Rs.) 1.13

Diluted Earnings per share (as reported) (in Rs.) 1.28

Diluted Earnings per share (Proforma) (in Rs.) 1.13



A description of the method and significant assumptions

used during the year to estimate the fair values of options, Method followed: Black-Scholes Formula including the following weighted- average information:

(i) Risk-free interest rate (%) 8.13%

(ii) Expected life (No. of years) 5.00

(iii) Expected volatility (%) 54.26%

(iv) Dividend yield (%) 0.00%

(v) The price of the underlying share in market at Rs. 34.25/- the time of option grant

Class of employees entitled to participate in the Scheme * Permanent employees of the Company who have been working in India or out of India * Director of the Company, whether a whole time Director or not * Employees of a subsidiary, in India or out of India, or of a Holding Company of the Company, or of an Associate Company

Appraisal process for determining the eligibility of The appraisal process for employees to the ESOP scheme determining the eligibility of the employees will be specified by the Nomination and Remuneration Committee, and will be based on criteria such as role/level of the employee, past performance record, future potential of the employee, balance number of years of service until normalretirement age and/or such other criteria that may be determined by the Nomination and Remuneration Committee at its sole discretion.

Conditions under which options vested in employees may lapse The options granted but not vested and the vested options which are not exercised in case of a grantee who has been suspended from the services of the Company or to whom a show cause notice has been issued or against whom an enquiry is being or has been initiated for any reason whatsoever including but not limited to fraud, misconduct, violation of the Company Policies/Terms of Employment or Codes of the Company or for having committed or abetted any illegal or unlawful activity may, on the recommendation of the management, be suspended or kept in abeyance or cancelled at the sole discretion of the Nomination and Remuneration Committee.

In the case of options that have been suspended or kept in abeyance, the same may be permitted to vest in the concerned grantee on such additional terms and conditions, as may be imposed by the Nomination and Remuneration Committee in its absolute discretion. Cancelled options, if any, shall be treated as lapsed Options and shall be available for grant, as provided under the ABML ESOP Scheme - 2014.

Specified time period within which the employee Resignation: shall exercise the vested options in the event of In the event of a proposed termination of resignation, all unvested options, employment or on the date of submission of resignation of employee resignation to the company, shall expire and stand terminated with effect from that date. However, all vested options as on such date shall be exercisable by the grantee on or before his last working day with the Company, subject to the last date of exercise not exceeding five years from the date of each vesting of options.

Termination of Employment: In the event of termination of the employment of a Grantee due to breach of Company Policies/Terms of Employment, all Options Granted to such Grantee, including the Vested Options which were not Exercised prior to such breach, shall stand terminated with immediate effect. The date of such breach shall be determined by the Nomination and Remuneration Committee, and its decision on this issue shall be final and binding on all concerned.

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 / SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Accounting Standards.

24. Internal Audit Framework

The Company has in place a robust internal audit framework to monitor the efficacy of internal controls with the purpose of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisation's risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing, of the Company, involves the utilisation of a systematic methodology for analysing business processes or organisational problems and recommending solutions to add value and improve the processes. The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

As per the provisions of Section 138 of the Companies Act, 2013, M/s PKF Sridhar & Santhanam. Chartered Accountants have been appointed as the Internal Auditors by the Board of Directors of the Company. The audit scope and plans are approved by the Board every year.

Internal Audit Process followed by the Company is as follows:

* Establish and communicate the scope and objectives of audit to the management.

* Develop an understanding of the business area under review.

* Identify control procedures used to ensure each key transaction type is properly controlled and monitored.

* Develop and execute a risk-based sampling and testing approach to determine whether the key controls are operating as intended.

* Report the key audit findings and recommendations made by the auditors to the Board of Directors of the Company.

* Monitor the implementation of audit recommendations and ensure periodic reporting to the Board of Directors of the Company.

* Audit findings are used as a key input in the risk management process and all the key risks of the Company are mapped to the audit processes to ensure a risk- based audit approach.

* The internal audit activity is monitored on an ongoing basis.

25. Particulars as per Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014

Ratio of Remuneration to each Director

The details of ratio of remuneration of each Director to the median employee's remuneration are not applicable since no remuneration is paid to the Managing Director / Non-Executive Directors of the Company

Increase in Median Remuneration of the employees in the financial year

There was an increase of 11.10% in the Median Remuneration of Employees of the Company in the financial year 2014- 15 as compared to 2013-14.

Number of permanent employees of the Company

There were 650 permanent employees on the rolls of the Company as on March 31,2015.

Relationship between average increase in remuneration and company performance

The Company has posted an increase of 182% in its Profit after Tax in comparison to an increase of median remuneration of 11% which was as per the industry benchmarks.

Percentage increase in remuneration of Key Managerial Personnel during the financial year 2014-15 and comparison of remuneration of each Key Managerial Personnel against the performance of the Company

Name of KMP and Remuneration of KMP % Increase in Designation for the year Remuneration in 2014-15 as compared to 2013-14

2014-15 2013-14

Balaji S 476,995 801,870 5% Company Secretary (resigned with effect from September 26, 2014)

Vikashh K Agarwal 916,670 Nil NA

Company Secretary

Srinivas Subudhi 1,964,712 Nil NA Chief Financial Officer

Name of KMP and Performance Designation of the Company

Balaji S The Profit after Tax of the Company Secretary (resigned with effect from Company increased by 182% September 26, 2014) from a loss of Rs.8.20

Vikashh K Agarwal Crores in 2013-14 to profit of Company Secretary Rs.7.08 Crores in 2014-15

Srinivas Subudhi on a standalone basis Chief Financial Officer

Variations in Market Capitalisation of the Company

The market capitalisation of the Company increased by 80.83% to Rs.133.24 Crores as of March 31, 2015 from Rs.73.68 crores as of March 31,2014.

Variations in Price Earnings Ratio as on March 31, 2015 and March 31, 2014:

The Price Earnings Ratio was 18.79 as of March 31,2015 as compared to 8.99 as of March 31,2014.

Variations in market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Company has not made any offer to the public in the past, hence the comparison of the market quotations of the shares of the Company in comparison to the last public offer rate are not applicable.

In the year 2001, Om Sindhoori Capital Investments Limited, OSCIL ("Transferor Company") merged with Apollo Sindhoori Capital Investments Limited (ASCIL - erstwhile name of the Company), vide Court order dated March 12, 2001. The Transferor Company was a listed company with Madras and Mumbai Stock Exchanges. Accordingly, on completion of merger, ASCIL became listed as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000. OSCIL had made a public issue of equity shares in the year 1995.

Average % increase in Employee salaries other than Managerial Personnel in the last financial year and its comparison with % increase in Managerial Remuneration

There was an increase by 10.79% in the Median Remuneration of Employees of the Company in the financial year 2014- 15 excluding the remuneration of the Directors and the Key Managerial Personnel as compared to 2013-14.

Key Parameters for any variable component of remuneration availed by the Directors and ratio of remuneration of the highest paid director to that of the employees who are not directors but receive the remuneration in excess of highest paid director during the year

The Directors do not receive any remuneration from the Company. However, the Independent Directors receive sitting fees for attending the meetings of the Company.

Compliance with the Remuneration Policy of the Company

The Remuneration paid to the Directors (only in the form of sitting fees paid to Independent Directors) is as per the remuneration policy of the Company as well as the provisions of Section 196 and 197 of the Companies Act, 2013.

26. Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure to this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, including the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Vigil Mechanism / Whistle Blower Policy

The Company has implemented a whistle blower policy / vigil mechanism for Directors / Employees and every Employee / Director has the right to report to the Value Standards Committee (VSC) genuine concerns or grievances about unprofessional conduct, malpractices, wrongful conduct, fraud, violation of the Company's policies & values, violation of law without any fear of reprisal. The Company Secretary of the Company acts as the Secretary to the Values Standard Committee. On a quarterly basis, an update on the issues reported under this policy is placed before the Audit Committee of the Board of Directors, for its review and perusal.

28. Policy for Prevention of Sexual Harassment at Workplace

The Company has implemented an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) presided by a senior level woman employee has been set up to redress complaints received on sexual harassment. All employees (including permanent, contractual, temporary, trainees) are covered under this policy.

During the year, no complaints on sexual harassment were received by the Company.

No. of complaints received : None

No. of complaints disposed off : Not Applicable

29. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that, to the best of their knowledge and belief:

* in the preparation of the annual accounts, the applicable standards have been followed along with proper explanation relating to material departures, if any;

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

* 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 the Company and for preventing and detecting fraud and other irregularities;

* the attached Statement of Accounts for the period ended March 31,2015 have been prepared on a "going concern basis";

* proper internal financial controls were in place and that the financial controls were adequate and were operating efficiently.

* proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems were adequate and operating efficiently;

30. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is set out in the Annexure to this report.

31. Auditors and Auditors' Report

M/s. S.R. Batliboi & Co. LLP, (Registration No. 301003E) Chartered Accountants, Mumbai, hold office as the Statutory Auditors of the Company upto the conclusion of the ensuing Annual General Meeting and have offered themselves for reappointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Auditors have subjected themselves for the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the "Peer Review Board" of ICAI. The Board proposes the re-appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company, on the recommendation of the Audit Committee.

The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and therefore do not call for any further comments. The observations reported under Emphasis of Matter by the Auditors of the Company in their report with relevant notes to the Accounts are self-explanatory and do not call for any further explanation / comments.

32. Secretarial Audit Report

The Secretarial Audit Report as submitted by M/s. BNP & Associates, Practising Company Secretaries who were appointed as the Secretarial Auditors of the Company by the Board is set out in the Annexure to this report.

There are no qualifications, reservations or adverse remarks or any disclaimer that have been made by the Secretarial Auditor.

33. Appreciation

Your Directors wish to place their sincere appreciation for the valuable advice, guidance and support provided by the regulators and statutory authorities from time to time. Your Directors express their gratitude to the clients, bankers and all business associates for their continuous support and patronage to the Company. Your Directors take this opportunity to recognise and place on record their deep sense of appreciation for the exemplary commitment and contribution made by employees at all levels. Your involvement as Shareholders of the Company is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Date : May 04, 2015 Gopi Krishna Tulsian Sudhakar Ramasubramanian Place : Chennai Director Managing Director


Mar 31, 2014

Dear Shareholders,

The Board of Directors presents the 18th Annual Report, along with the audited annual standalone and consolidated accounts of Aditya Birla Money Limited ("the Company") for the year ended March 31, 2014.

1. Financial Performance Summary

The highlights of the financial results of the Company on a standalone and on a consolidated basis are as follows:

(Rs. in Crore)

Particulars Standalone

Year ended Year ended March 31, March 31, 2014 2013

Income from Operations 65.09 65.89

Other Income 4.82 5.68

Less : Expenditure 69.60 72.12

Profit before Interest, 0.31 (0.55) Depreciation and Taxation

Less : Interest 2.39 4.57

Profit before (2.08) (5.12) Depreciation and Taxation

Less : Depreciation 6.12 7.55

Profit / (Loss) Before Taxation (8.20) (12.67)

Less : Provision for -- -- Tax including Deferred Tax

Profit / (Loss) After Tax (8.20) (12.67)

Profit / (Loss) brought forward from previous year (17.33) (4.66)

Balance carried to Balance Sheet (25.53) (17.33)

2. Business Performance

On a Standalone basis, the Company''s total Income stood at Rs.69.91 Crore compared to Rs.71.57 Crore during the previous year. The Income from Operations was Rs.65.09 Crore compared to Rs.65.89 Crore during the previous year. The Company focussed on cost rationalisation, as a result the Loss before Depreciation and Taxation was reduced to Rs.2.08 Crore compared to Rs.5.12 Crore in the previous year. Interest Cost was down at Rs.2.39 Crore as compared to Rs.4.57 Crore in the previous year. The Company''s Net Loss was also down to Rs.8.20 Crore as compared to Net Loss of Rs.12.67 Crore in the previous year. On a Consolidated basis, the Company''s Income from Operations was Rs.75.18 Crore, compared to Rs.84.08 Crore in the previous year. The Consolidated Net Loss was down to Rs.11.74 Crore compared to Rs.15.31 Crore in the previous year.

3. Reserves

Reserves & Surplus of the Company as on March 31, 2014 stood at Rs.21.76 Crore. During the year, no amount is proposed to be transferred to Reserves.

4. Dividend

In view of losses for the year, your Directors do not recommend any dividend for the year under review.

5. Credit Rating

During the year, CRISIL Limited re-affirmed A1 rating for the short term debt programme.

6. Share Capital

The Authorised Share Capital of the Company is Rs.25 Crore. The Paid up Capital, Issued and Subscribed Capital of the Company was Rs.15.54 Crore as on March 31, 2014 consisting of 55,400,000 Equity shares of Re.1/- each and 1,000,000 8% Redeemable Non Convertible Non Cumulative Preference Shares of Rs.100/- each. During the year, the Company issued 200,000 8% Redeemable Non Convertible Non Cumulative Preference Shares of Rs.100/- each to Aditya Birla Financial Services Pvt. Ltd., the Holding Company.

7. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of the Annual Report.

8. Corporate Governance

Your Directors reaffirm their commitment to the corporate governance standards to the extent they are applicable to the Company. A detailed Corporate Governance Report forms part of this Annual Report.

9. Subsidiary

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking.

ABCBL posted total Income of Rs.11.68 Crore compared to Rs.22.34 Crore during previous year. The Net Loss was at Rs.3.53 Crore compared to Rs.2.65 Crore in the previous year. The increase in Net Loss was largely due to fall in yields and lower participation of clients.

The Consolidated financial statements pursuant to Clause 41 of the Listing Agreement and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India forms part of the Annual Report. In terms of general exemption granted by the Ministry of Corporate Affairs vide its Circular No.2/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the reports and annual accounts of the subsidiary company for the financial year ended March 31, 2014 have not been attached to the Balance Sheet of the Company. As required under the circular, statutory information pertaining to the subsidiary company forms part of the Annual Report. Further, the annual accounts and other related information of the subsidiary company are available to you and the shareholders of subsidiary company at any point of time. Any shareholder / investor of the Holding Company or Subsidiary Company desirous of obtaining a copy of the said documents may send request in writing to the Company at the Registered Office. The annual accounts of subsidiary company shall also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company.

10. Public Deposits

The Company has not accepted or renewed any deposit as covered under Section 58A of the Act read with the Companies (Acceptance of Deposit) Rules, 1975, as amended, from the public, during the year under review.

11. Particulars as per Section 217 of the Companies Act, 1956

The information relating to the Conservation of Energy and Technology Absorption required under Section 217(1)(e) of the Companies Act, 1956 ("the Act"), are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (previous year Nil) and outgo (previous year Nil), respectively. In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are to be set out in the Directors'' Report as an addendum thereto. However, in terms of 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 the members of the company excluding the information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

12. Directors

As on March 31, 2014, your Board of Directors comprises of 5 Directors including 2 Independent Directors. During the year under review, Mr. Pankaj Razdan & Mr. Manoj Kedia have resigned from the office of Director effective March 25, 2014.

Mr. Gopi Krishna Tulsian & Mr. Shriram Jagetiya were appointed as Additional Directors of the Company effective March 25, 2014 and hold office upto the date of ensuing Annual General Meeting. The Board recommends the appointment of Mr. Gopi Krishna Tulsian & Mr. Shriram Jagetiya as Directors of the Company, liable to retire by rotation. Mr. Sudhakar Ramasubramanian was re-appointed as the Managing Director of the Company with effect from February 1, 2014 subject to confirmation of members in general meeting. The Board proposes to appoint Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao, as Independent Directors, in terms of provisions of Section 149 of the Companies Act, 2013 for a term of 5 consecutive years from the date of this Annual General Meeting.

The Board recommends their re-appointment.

The Company has received requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 2013 and other applicable statutes.

13. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), your Directors confirm that, to the best of their knowledge and belief:

* in the preparation of the annual accounts, the applicable standards have been followed along with proper explanation relating to material departures, if any;

* appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

* 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 the Company and for preventing and detecting fraud and other irregularities;

* the attached Statement of Accounts for the period ended March 31, 2014 have been prepared on a "going concern basis";

* proper systems are in place to ensure compliance of all laws applicable to the Company; and

* all related party transactions are disclosed in notes to accounts at Note.30 in terms of Accounting Standard 18.

14. Auditors and Auditors'' Report

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai, (Registration No. 301003E), hold office as the Statutory Auditors of the Company upto the ensuing AGM and have offered themselves for reappointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Auditors have subjected themselves for the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the "Peer Review Board" of ICAI. The Board proposes the re-appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company, on the recommendation of the Audit Committee.

The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and, therefore do not call for any further comments. The observations reported under Emphasis of Matter by the Auditors of the Company in their report with relevant notes to the Accounts are self explanatory and do not call for any further explanation / comments. In respect of observation/remark made at point (ix)(a) in the annexure to the Auditors'' Report, there was a process gap in the calculation and remittance of Professional Tax which has been addressed now. In one instance there was a short deduction of TDS due to computation error which was subsequently remitted. Management of your Company has taken suitable corrective measures and improved the corresponding controls to avoid any such instances in future.

15. Appreciation

Your Directors wish to place their sincere appreciation for the valuable advice, guidance and support provided by the regulators and statutory authorities from time to time. Your Directors express their gratitude to the clients, bankers and all business associates for their continuous support and patronage to the Company. Your Directors take this opportunity to recognize and place on record their deep sense of appreciation for the exemplary commitment and contribution made by employees at all levels. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Date : April 29, 2014 Shriram Jagetiya Sudhakar Ramasubramanian Place : Mumbai Director Managing Director


Mar 31, 2013

Dear Shareholders,

The Board of Directors present the 17th Annual Report, along with the audited annual standalone and consolidated accounts of Aditya Birla Money Limited (''the Company") for the year ended March 31,2013.

1. Financial Performance Summary

The highlights of the financial results of the Company on a standalone and on a consolidated basis are as follows: (Rs. in Crore) Standalone Consolidated Particulars Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2013 2012 2013 2012

Income from Operations 65.89 67.41 84.08 88.28

Other Income 5.68 4.98 9.76 8.95

Less: Expenditure 72.12 77.46 96.33 102.61

Profit before Interest, Depreciation and Taxation (0.55) (5.07) (2.49) (5.38)

Less: Interest 4.57 5.62 4.71 5.60

Profit before Depreciation and Taxation (5.12) (10.69) (7.20) (10.98)

Less: Depreciation 7.55 7.80 8.11 8.28

Profit / (Loss) Before Taxation (12.67) (18.49) (15.31) (19.26)

Less: Provision for Tax including Deferred Tax (1.20) (1.43)

Profit / (Loss) After Tax (12.67) (17.29) (15.31) (17.83)

Profit brought forward from previous year (4.66) 12.63 (1.65) 16.18

Balance carried Balance Sheet (17.33) (4.66) (16.96) (1.65)

2. Business Performance

On a Standalone basis, the Company''s total Income stood at Rs.71.57 Crore compared to Rs.72.39 Crore during the previous year. The Income from Operations was Rs.65.89 Crore compared to Rs. 67.41 Crore during the previous year. The Company focussed on cost rationalisation, as a result the Loss before Depreciation and Taxation was reduced to Rs.5.12 Crore compared to Rs. 10.69 Crore in the previous year. Interest Cost was Rs.4.57 Crore as compared to Rs.5.62 Crore in the previous year. The Company''s Net Loss was also down to Rs. 12.67 Crore as compared to Net Loss of Rs. 17.29 Crore in the previous year.

On a Consolidated basis, the Company''s consolidated Income from Operations was Rs.84.08 Crore, compared to Rs.88.28 Crore in the previous year. The Consolidated Net Loss was Rs.15.31 Crore compared to Rs.17.83 Crore in the previous year.

3. Reserves

Reserves & Surplus of the Company as on March 31, 2013 stood at Rs.21.97 Crore. During the year, no amount is proposed to be transferred to Reserves.

4. Dividend

In view of losses for the year, your Directors do not recommend any dividend for the year under review.

5. Credit Rating

During the year, CRISIL Limited re-affirmed A1 rating for the short term debt programme.

6. Share Capital

The Authorised Share Capital of the Company is Rs.25 Crore. The Paid up Capital, Issued and Subscribed Capital of the Company was Rs. 13.54 Crore as on March 31, 2013 consisting of 55,400,000 Equity shares of Re.1/- each and 800,000 8% Redeemable Non Convertible Non Cumulative Preference Shares of Rs.100/- each. There was no capital infusion during the year under review.

7. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of the Annual Report.

8. Corporate Governance

Your Directors reaffirm their commitment to the corporate governance standards to the extent they are applicable to the Company. A detailed Corporate Governance Report forms part of this Annual Report.

9. Subsidiary

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking. ABCBL continues to be a material non-listed subsidiary company on the basis of consolidated turnover for the accounting year ended March 31, 2013 pursuant to Clause 49 of the listing agreement. Relevant disclosure(s) in this regard also forms part of the Corporate Governance Report.

ABCBL posted total Income of Rs.22.34 Crore compared to Rs.24.97 Crore during previous year. The Net Loss was at Rs.2.65 Crore compared to Rs.0.54 Crore in the previous year. The increase in Net Loss was largely due to fall in yields and lower participation of clients.

The Consolidated financial statements pursuant to Clause 41 of the Listing Agreement and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India forms part of the Annual Report. In terms of general exemption granted by the Ministry of Corporate Affairs vide its Circular No.2/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the reports and annual accounts of the subsidiary company for the financial year ended March 31, 2013 have not been attached to the Balance Sheet of the Company. As required under the circular, statutory information pertaining to the subsidiary company forms part of the Annual Report. Further, the annual accounts and other related information of the subsidiary company are available to you and the shareholders of subsidiary company at any point of time. Any shareholder / investor of the Holding Company or Subsidiary Company desirous of obtaining a copy of the said documents may send request in writing to the Company at the Registered Office. The annual accounts of subsidiary company shall also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company.

10. Public Deposits

The Company has not accepted or renewed any deposit as covered under Section 58A of the Act read with the Companies (Acceptance of Deposit) Rules, 1975, as amended, from the public, during the year under review.

11. Particulars as per Section 217 of the Companies Act, 1956

The information relating to the conservation of Energy and Technology Absorption required under Section 217(1)(e) of the Companies Act, 1956 ("the Act"), are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (previous year Nil) and outgo (previous year Nil), respectively. In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are to be set out in the Directors'' Report as an addendum thereto. However, in terms of 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 the members of the company excluding the information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

12. Directors

As on March 31, 2013, your Board of Directors comprises of 5 Directors including 2 Independent Directors. In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, Mr.G.Vijayaraghavan, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The Company has received requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 1956 and other applicable statutes.

13. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), your Directors confirm that, to the best of their knowledge and belief:

- in the preparation of the annual accounts, the applicable standards have been followed alongwith proper explanation relating to material departures, if any;

- appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

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

- the attached Statement of Accounts for the period ended March 31, 2013 have been prepared on a "going concern basis";

- proper systems are in place to ensure compliance of all laws applicable to the Company; and

- all related party transactions are disclosed in notes to accounts at Note 30 in terms of Accounting Standard 18.

14. Auditors and Auditors'' Report

M/s. S.R. Batliboi & Co. LLP (previously M/s. S.R. Batliboi & Co.), Chartered Accountants, Mumbai, (Registration No. 301003E), hold office as the Statutory Auditors of the Company upto the ensuing AGM and have offered themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 224(1 B) of the Act. The Auditors have further certified that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the "Peer Review Board" of ICAI. The Board proposes the re-appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company, on the recommendation of the Audit Committee. The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and, therefore do not call for any further comments. The observations reported under Emphasis of Matter by the Auditors of the Company in their report with relevant notes to the Accounts are self- explanatory and do not call for any further explanation / comments. In respect of observation/remark made at point (ix)(a) in the annexure to the Auditors'' report, although the Company had deposited the professional tax payment cheques with the respective states, the delay was due to the calculation & dispatch of the cheques to respective branch offices from Head office. Now, management of your Company has taken suitable corrective measures and improved the corresponding controls to avoid any such instances in future.

15. Appreciation

Your Directors wish to place their sincere appreciation for the valuable advice, guidance and support provided by the regulators and statutory authorities from time to time. Your Directors express their gratitude to the clients, bankers and all business associates for their continuous support and patronage to the Company. Your Directors take this opportunity to recognize and place on record their deep sense of appreciation for the exemplary commitment and contribution made by employees at all levels. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place : Chennai Pankaj Razdan Sudhakar Ramasubramanian

Date : April 29, 2013 Director Managing Director


Mar 31, 2012

The Board of Directors present the 16th Annual Report, along with the audited annual standalone and consolidated accounts of Aditya Birla Money Limited ('the Company") for the year ended March 31, 2012.

1. Financial Performance Summary

The highlights of the financial results of the Company on a standalone and on a consolidated basis are as follows:

(Rs. in Crore)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2012 2011 2012 2011

Income from Operations 67.41 98.90 88.28 114.28

Other Income 4.98 8.22 8.95 9.74

Expenditure 77.46 100.65 102.61 115.67

Profit before Interest, (5.07) 6.47 (5.38) 8.35

Depreciation and Taxation

Less : Interest 5.62 4.77 5.60 4.80

Profit before Depreciation and Taxation (10.69) 1.70 (10.98) 3.55

Less : Depreciation 7.80 7.16 8.28 7.50

Less: Exceptional items — 8.15 — 8.15

Profit / (Loss) before Taxation (18.49) (13.61) (19.26) (12.10)

Less : Provision for tax including (1.20) (4.15) (1.43) (3.66) deferred tax

Profit / (Loss) after Tax (17.29) (9.46) (17.83) (8.44)

Profit brought forward from previous year 12.63 22.09 16.18 24.62

Balance carried to Balance Sheet (4.66) 12.63 (1.65) 16.18

2. Business Performance

On a Standalone basis, the Company's total income stood at Rs.72.39 Crore compared to Rs.107.12 Crore during the previous year. The Income from Operations was Rs.67.41 Crore compared to Rs. 98.90 Crore during the previous year. The Loss before depreciation and taxation was down to Rs.10.69 Crore compared to a profit of Rs.1.70 Crore in the previous year. Interest cost was Rs.5.62 Crore as compared to Rs. 4.77 Crore in the previous year. The Company also witnessed decrease in trading volumes in line with the market trends and thus impacting the revenues. As a result, the Company posted a Net Loss of Rs.17.29 Crore as compared to Rs.9.46 Crore in the previous year. On a Consolidated basis, the Company's consolidated Income from Operations was Rs.88.28 Crore, compared to Rs. 114.28 Crore in the previous year. The Consolidated Net Loss (before Tax) was Rs.19.26 Crore compared to Rs. 12.10 Crore in the previous year.

3. Reserves

Reserves & Surplus of the Company as on March 31, 2012 stood at Rs.34.63 Crore. During the year, no amount is proposed to be transferred to Reserves.

4. Dividend

In view of accumulated losses, your Directors do not recommend any dividend for the year under review.

5. Credit Rating

During the year, CRISIL Limited re-affirmed A1 rating for the short term debt programme.

6. Share Capital

The Authorised Share Capital of the Company is Rs.25 Crore. The Paid up Capital, Issued and Subscribed Capital of the Company was Rs.13.54 Crore as on March 31, 2012 consisting of 55,400,000 Equity shares of Re.1/- each and 800,000 8% Redeemable Non Convertible Non Cumulative Preference Shares of Rs.100/- each. There was no capital infusion during the year under review.

7. Management Discussion and Analysis

The Management Discussion and Analysis Report forming part of Directors' Report for the year under review forms part of Annual Report. The report provides strategic direction and more detailed analysis on performance of the individual businesses and their outlook.

8. Corporate Governance

Your Directors reaffirm their commitment to the corporate governance standards to the extent they are applicable to the Company. A detailed Corporate Governance Report forms part of this Annual Report.

9. Subsidiary

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in the business of commodity broking. ABCBL has become a material non-listed subsidiary company on the basis of consolidated turnover for the accounting year ended March 31, 2012 pursuant to Clause 49 of the listing agreement. Relevant disclosure in this regard also forms part of the Corporate Governance Report.

ABCBL continues to perform well in commodity trading. ABCBL posted total Income of Rs.24.97 Crore compared to Rs.16.90 Crore during previous year. The Net Loss was at Rs.0.54 Crore compared to a Net Profit of Rs.1.02 Crore in the previous year. The increase in total income during the year is attributed to increase in brokerage income due to higher volumes in commodity trading during the year, as compared to the previous year. The company had a Net Loss in the current year due to higher operating cost during the year.

The Consolidated financial statements pursuant to clause 41 of the Listing Agreement and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India forms part of the Annual Report. In terms of general exemption granted by the Ministry of Corporate Affairs vide its circular no. Circular No.2/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the reports and annual accounts of the subsidiary company for the financial year ended March 31, 2012 have not been attached to the Balance Sheet of the Company. As required under the circular, statutory information pertaining to the subsidiary company forms part of the Annual Report. Further, the annual accounts and other related information of the subsidiary company are available to you and the shareholders of subsidiary company at any point of time. Any shareholder / investor of the holding company or subsidiary company desirous of obtaining a copy of the said documents may send request in writing to the Company at the Registered Office. The annual accounts of subsidiary company shall also be kept for inspection at the Registered Office of the Company and of the subsidiary company.

10. Public Deposits

The Company has not accepted or renewed any deposit as covered under Section 58A of the Act read with the Companies (Acceptance of Deposit) Rules, 1975, as amended, from the public, during the year under review.

11. Particulars as per Section 217 of the Companies Act, 1956

The information relating to the conservation of Energy and Technology Absorption required under Section 217(1)(e) of the Companies Act, 1956 ("the Act"), are not applicable to the Company due to the very nature of the industry in which it operates. During the year under review, there were no foreign exchange earnings (previous year Nil) and outgo (previous year Nil), respectively. In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are to be set out in the Directors' Report as an addendum thereto. However, in terms of 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 the members of the company excluding the information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

12. Directors

As on March 31, 2012, your Board of Directors comprises of 5 Directors including 2 Independent Directors. In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, Mr.P.Sudhir Rao, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

The Company has received requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 1956 and other applicable statutes.

13. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), your Directors confirm that, to the best of their knowledge and belief:

- in the preparation of the annual accounts, the applicable standards have been followed alongwith proper explanation relating to material departures, if any;

- appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

- 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 the Company and for preventing and detecting fraud and other irregularities;

- the attached Statement of Accounts for the period ended March 31, 2012 have been prepared on a "going concern basis";

- proper systems are in place to ensure compliance of all laws applicable to the Company; and

- all related party transactions are disclosed in notes to accounts at Note 34 in terms of Accounting Standard 18.

14. Auditors and Auditors' Report

M/s. S.R. Batliboi & Co., Chartered Accountants, Mumbai, (Registration No. 301003E), hold office as the Statutory Auditors of the Company upto the ensuing AGM and have offered themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Act. The Auditors have further certified that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the "Peer Review Board" of ICAI. The Board proposes the re-appointment of M/s. S.R. Batliboi & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company, on the recommendation of the Audit Committee. The observations, if any, made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and, therefore do not call for any further comments.

15. Appreciation

Your Directors wish to place their sincere appreciation for the valuable advice, guidance and support provided by the regulators and statutory authorities from time to time. Your Directors express their gratitude to the clients, bankers and all business associates for their continuous support and patronage to the Company. Your Directors take this opportunity to recognize and place on record their deep sense of appreciation for the exemplary commitment and contribution made by employees at all levels. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Pankaj Razdan Sudhakar Ramasubramanian

Director Managing Director

Place : Chennai

Date : May 3, 2012


Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 15th Annual Report of the Company together with the audited accounts for the financial year 2010-11.

FINANCIAL RESULTS

The highlights of the financial results of the Company on a standalone and on a consolidated basis are as follows:

(Rs. in Lakhs) Standalone Consolidated Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2011 2010 2011 2010

Income from Operations 9,890.00 9,827.88 11,272.14 11,127.02

Other Income 821.92 351.96 1,130.11 590.23

Expenditure 9,960.36 7,798.26 11,441.55 8,780.26

Profit before Interest, Depreciation and Taxation 751.56 2,381.58 960.70 2,936.99

Less : Interest 580.49 261.38 604.80 283.98

Profit before Depreciation and Taxation 171.07 2,120.20 355.90 2,653.01

Less : Depreciation 716.04 567.44 750.18 600.69

Less: Exceptional items 815.48 - 815.48 -

Profit/(Loss) before Taxation (1,360.45) 1,552.76 (1,209.76) 2,052.32

Less : Provision for tax including deferred tax (414.78) 605.07 (366.01) 783.99

Profit/(Loss) after Tax (945.67) 947.69 (843.75) 1,268.33

Profit brought forward from previous year 2,208.99 1,261.30 2,461.81 1,193.48

Balance carried to Balance Sheet 1,263.32 2,208.99 1,618.06 2,461.81

FINANCIAL PERFORMANCE

On a Standalone basis, the Company’s total income stood at Rs.10,711.92 Lakhs compared to Rs.10,179.84 Lakhs during the previous year. The Income from Operations was Rs.9,890 Lakhs, compared to Rs.9,827.88 Lakhs during the previous year. The profit before depreciation and taxation was down to Rs. 171.07 Lakhs compared to Rs.2,120.20 Lakhs in the previous year. During the year under review the Company incurred one time exceptional loss of Rs.815.48 lakhs on account of certain trades of it’s clients. This resulted in decline in the profits of the Company.Interest cost was Rs.580.49 Lakhs as compared to Rs.261.38 lakhs in the previous year.The Company also witnessed decrease in trading volumes during the second half of the financial year in line with the market trends. There were increases in fixed costs of operation. As a result of these, the Company posted a Net Loss of Rs.945.67 Lakhs, compared to the Net Profit of Rs.947.69 Lakhs in the previous year.

On a Consolidated basis, the Company’s consolidated Income from Operations was Rs.11,272.14 Lakhs, compared to Rs.11,127.02 Lakhs in the previous year. The Consolidated Net Loss (before Tax) was Rs.1,209.76 Lakhs compared to a Net Profit of Rs.2,052.32 Lakhs in the previous year.

DIVIDEND

Considering the loss during the year the Directors do not recommended any dividend for the period under review.

SHIFTING OF REGISTERED OFFICE

The registered office of the Company was shifted from State of Tamilnadu (Ali Towers, No. 55, Greams Road, Chennai 600 006) to State of Gujarat (Indian Rayon Compound, Veraval, Gujarat – 362266) in terms of Company Law Board order dated February 11, 2011. The Registrar of Companies, Gujarat issued certificate of registration under Section 18(3) of the Companies Act, 1956 on April 6, 2011.

ISSUE OF REDEEMABLE NON CONVERTIBLE NON CUMULATIVE PREFERENCE SHARES ON PRIVATE PLACEMENT BASIS

During the year under review the Company made an issue and allotment of 8,00,000 8% Redeemable Non Convertible Non Cumulative Preference Shares of Rs.100/- each at a premium of Rs.150/- per share, on private placement basis to Aditya Birla Financial Services Private Limited (Holding Company), for cash aggregating to Rs.2,000 Lakhs which was fully subscribed and allotted on March 31, 2011. These shares are not intended for listing.

CREDIT RATING

During the year, CRISIL Limited re-affirmed P1 rating for the short term debt programme.

FINANCE

During the year under review, the Company also raised short term capital through issuance of Commercial Papers for an aggregate amount of Rs.5,000 Lakhs to meet its working capital requirement.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

SUBSIDIARY COMPANY

The Company has a subsidiary viz. Aditya Birla Commodities Broking Limited (“ABCBL”), which is engaged in commodity trading.

ABCBL continues to perform well in commodity trading. ABCBL posted total Income of Rs.1,690.33 Lakhs compared to Rs.1,537.41 Lakhs during previous year. The Net Profit was at Rs.101.92 Lakhs, compared to Rs.320.65 Lakhs in the previous year. The increase in total income during the year is attributed to increase in brokerage income due to higher volumes in commodity trading during the year, as compared to the previous year. However, the Net Profit has declined due to higher operating cost during the year.

The Consolidated financial statements of your Company and its subsidiary Company are prepared in accordance with the Accounting Standards notified by Companies Accounting Standard Rules, 2006 (as amended) and forms part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 containing details of the subsidiary company is attached to this Annual Report.

In terms of Circular No.2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs granting general exemption under Section 212(8) of the Companies Act, 1956, from attaching copy of the Balance Sheet, Profit and Loss Account, Directors’ Report and the Auditors’ Report of the Subsidiary Company to the Balance Sheet of the Holding Company, the annual accounts of the subsidiary has not been attached to the Annual Report of the Company in terms of approval obtained by the Board of Directors at its meeting held on April 21, 2011. As required under the circular, statutory information pertaining to ABCBL forms part of the Annual Report. As mandated, summary financial information for the subsidiary has been also included and forms part of the Annual Report. Further, the annual accounts of ABCBL and the related detailed information shall be made available to you and Shareholders of ABCBL at any point of time. Any shareholder / investor of the holding company or subsidiary company desirous of obtaining the annual accounts of the subsidiary company and related information may obtain the same by sending a request in writing to the Company at the Registered Office. The annual accounts of ABCBL shall also be kept for inspection at the Registered Office of the Company and of ABCBL. The Company shall furnish a hard copy of details of accounts of ABCBL on demand.

CORPORATE GOVERNANCE

Your Company complies with the requirements of the Listing Agreement with the Stock Exchanges where the Company’s shares are listed. The report on Corporate Governance specified under clause 49 of the Listing Agreement is included as part of this Report. A certificate from the Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this report.

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on “Corporate Governance” and “Corporate Social Responsibility” in December 2009. These guidelines are expected to serve as a benchmark for the corporate sector and also help in achieving the highest standard of corporate governance. Some of the provisions of these guidelines are already in place as reported elsewhere in this Annual Report. The other provisions of these guidelines are being also implemented in a phased manner aligning with the Aditya Birla Group’s Corporate Governance norms and CSR initiatives.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement is annexed to the Annual Report.

DIRECTORS

During the year, Mr. Kanwar Vivek resigned as the Managing Director of the Company with effect from October 15, 2010. Mr. Pankaj Razdan, Director was appointed as the Manager of the Company w.e.f October 15, 2010 and held office as Manager upto February 1, 2011.

Mr. Sudhakar Ramasubramanian was appointed as the Managing Director of the Company with effect from February 1, 2011.

Mr. Manoj Kedia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

The Company has received requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 1956.

AUDITORS & AUDITOR’S REPORT

M/s. S. R. Batliboi & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. However, they do not seek re-appointment. Your Directors, have therefore proposed the appointment of M/s. S. R. Batliboi & Co. Chartered Accountants, Mumbai (Firm Registration No.301003E) as Statutory Auditors of the Company. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration.

The observations made by the Auditors in their report read with relevant notes to the Accounts are self-explanatory and do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm:

1. That in the preparation of Annual Accounts for the year, applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

2. That they have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31, 2011 and of the profit of the Company for that period;

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they have prepared the Annual Accounts for the year ended March 31, 2011 on a going concern basis.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company. The Company does not have any foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are to be set out in the Directors’ Report as an addendum thereto. However, in terms of 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 the members of the company excluding the information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

ACKNOWELDGEMENTS

Your Directors express their sincere appreciation to the regulatory authorities, Company’s bankers, shareholders, stakeholders and clients for their continued co-operation and support. Your Directors take this opportunity to recognize and place on record their deep sense of appreciation for the commitment and contribution made by all the employees and look forward to receive the same in future.

For and on behalf of the Board of Directors

Pankaj Razdan Sudhakar Ramasubramanian Director Managing Director Place : Chennai

Date : April 21, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Fourteenth Annual Report of the Company together with the audited accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the Company on a standalone and on a consolidated basis are as follows:

(Rs. in lakhs)

Standalone Consolidated

Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2010 2009 2010 2009

Income from Operations 9,746.79 6,778.60 11,045.93 7,309.34

Other Income 351.96 304.52 590.23 1,357.60

Expenditure 7,717.17 5,937.47 8,699.17 7,399.84

Profit before Interest Depreciation and Taxation 2,381.58 1,145.65 2,936.99 1,267.10

Less : Interest 261.38 542.73 283.98 558.68

Profit before Depreciation and Taxation 2,120.20 602.92 2,653.01 708.42

Less: Depreciation 567.44 473.14 600.69 504.45

Profit before Taxation 1,552.76 129.78 2,052.32 203.97

Less : Provision for tax including deferred tax 605.06 66.28 783.99 83.35

Profit after Tax 947.70 63.50 1,268.33 120.62

Profit brought forward from previous year 1,261.30 1,197.80 1,193.48 1,072.86

Balance carried to Balance Sheet 2,209.00 1,261.31 2,461.81 1,193.48

FINANCIAL PERFORMANCE

The Financial Year 2009-10 was the first full year of operation of the Company since it was acquired by the Aditya Birla Group. During the year, the stock market witnessed a smart recovery and sentiment remained bullish compared to the previous year. The equity market revived with the foreign institutional investors focused on emerging markets including India.The Sensex rallied 77% and the Nifty surged 72%.The movement was in line with the trends in other international markets. Against that backdrop, the Company continued its consolidation and growth oriented strategies. On a Standalone basis, the Companys total income was up by 43% at Rs. 10,098.75 Lakhs compared to Rs. 7,083.12 Lakhs during the previous year. The Income from Operations grew by 44% at Rs 9,746.79 Lakhs, compared to Rs. 6,778.60 Lakhs during the previous year. The profit before taxation was also up by 1,096% at Rs. 1,552.76 Lakhs compared to Rs. 129.78 Lakhs in the previous year.The Companys net profit for the year was Rs. 947.70 Lakhs, compared to Rs. 63.50 Lakhs in the previous year, a growth of 1,392% over previous year.

On a Consolidated basis, your Companys Income from Operations was up by 51% at Rs. 11,045.93 Lakhs, compared to Rs. 7,309.34 Lakhs in the previous year.The Consolidated Profit before taxation was Rs. 2,052.32 Lakhs compared to Rs. 203.97 Lakhs in the previous year, witnessing a growth of 906% over previous year.The Consolidated Net Profit was Rs. 1,268.33 Lakhs compared to Rs. 120.62 Lakhs in the previous year, witnessing a growth of 952% over previous year.

DIVIDEND

Considering the future expansion plans and capital requirements, the Directors have decided to conserve cash flow and hence have not recommended any dividend for the year under review.

CHANGE IN NAME

During the year, the name of your Company was changed to "Aditya Birla Money Limited" vide fresh certificate of incorporation, consequent upon change of name, dated August 3,2009, issued by Registrar of Companies, Chennai.The new name of the Company reflects the new ownership / promoters of the Company.

INTER SE PROMOTER TRANSFER

To enhance focus on the Financial Services business and to bring all the Financial Services activities under one single roof, Aditya Birla Nuvo Limited, on February 23,2010 transferred its shareholding in the Company to Aditya Birla Financial Services Private Limited (ABFSPL) by way of "inter-se" promoter transfer in terms of regulation 3(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The aforesaid transfer of shares did not result in change in control or promoter group of the Company under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. With the above change, ABFSPL is now the Promoter/ Holding company of your Company .

CREDIT RATING

The Company obtained credit rating of P1+ from CRISIL Limited for its short term debt programme. The rating indicates the highest degree of safety with regard to timely payment of interest and principal on the instrument.

FINANCE

During the year, the Company issued Commercial Papers for an aggregate amount of Rs. 40 Crores to meet its working capital requirement. The year end outstanding was Rs. 15 Crores.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

SUBSIDIARY COMPANY

The Company has a subsidiary viz. Aditya Birla Commodities Broking Limited ("ABCBL"), which is engaged in commodity trading. The name of this Company was also changed during the year vide fresh certificate of incorporation, consequent upon change of name, dated September 29,2009 issued by Registrar of Companies, Chennai so as to reflect the new Ownership / Promoters of the Company.

Aditya Birla Commodities Broking Limited continues to perform well and is a significant player in commodity trading, especially in gold trading. ABCBL, the subsidiary company, posted total Income of Rs.1,537.41 Lakhs compared to Rs.1,583.81 Lakhs during previous year.The net profit was up 461% at Rs. 320.65 Lakhs, compared to Rs. 57.11 Lakhs in the previous year. This was due to significant increase in the brokerage income during the year and change in revenue mix.

The Consolidated financial statements of your Company and its subsidiary Company are prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India form part of the Annual Report.The statement pursuant to section 212 of the Companies Act, 1956 containing details of the subsidiary company is attached to this annual report.

Pursuant to the application made by the Company under section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, Government of India vide its Letter No. 47/117/2010 CL-III dated 03/03/2010 granted exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and the Auditors Report of the Subsidiary Company and other documents required to be attached under

Section 212 of the Companies Act to the Balance Sheet of your Company. In compliance with the terms of the exemption, summary financial information for the subsidiary has been also included and forms part of the Annual Report. Any shareholder / investor of the holding company or subsidiary company desirous of obtaining the annual accounts of the subsidiary company and related information may obtain the same by sending a request in writing to the Company at the registered office. These documents are also open for inspection at the registered office of the Company / subsidiary Company.

CORPORATE GOVERNANCE

Your Company complies with the requirements of the Listing Agreement with the Stock Exchange where the Companys shares are listed. The report on Corporate Governance specified under clause 49 of the Listing Agreement is included as part of the Directors Report. A Certificate from the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on "Corporate Governance " and " Corporate Social Responsibility" in December 2009. These guidelines are expected to serve as a benchmark for the corporate sector and also help in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Annual Report. The other provisions of these guidelines are being evaluated and your Company will strive to adopt the same in a phased manner.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement is annexed to the Annual Report.

DIRECTORS

During the year, Mr. Sudhakar Ramasubramanian relinquished charge as Executive Director of the Company with effect from January 4,2010. He however, continues on the Board as a Non-executive Director. Mr. Kanwar Vivek, Director was appointed as the Managing Director of the Company with effect from January 4, 2010.

Mr. Pankaj Razdan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

AUDITOR & AUDITORS REPORT

M/s. R. Subramanian & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R. Subramanian & Company, Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors. Your Directors have therefore proposed the appointment of M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations made by the Auditors in their report read with relevant notes to the Accounts are self- explanatory and do not call for any further comments under section 217(3) of the Companies Act, 1956

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm:

1. That in the preparation of Annual Accounts for the year, applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the Annual Accounts on a going concern basis.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company. The Company does not have any foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are to be set out in the Directors Report as an addendum thereto. However, in terms of 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 the members of the company excluding the 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.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the regulatory authorities, to Companys bankers, shareholders, stakeholders and clients for their continued co-operation and support. Your Directors take this opportunity to recognize and place on record their deep sense of appreciation for the commitment and contribution made by all the employees and look forward to receive the same in future.

For Aditya Birla Money Limited (Formerly known as Apollo Sindhoori Capital Investments Limited)

Kanwar Vivek Sudhakhar Ramasubramian

Managing Director Director

P. Sudir Rao Manoj Kedia

Director Director

Place: Chennai, Date: April 23,2010

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