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Directors Report of Aditya Birla Money Ltd.

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, 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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