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Notes to Accounts of Aditya Birla Nuvo Ltd.

Mar 31, 2015

NOTE: 1

DISCONTINUING OPERATIONS

The Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black business with effect from 1st April, 2013, on a going concern basis, by way of a slump sale, to SKI Carbon Black (India) Private Limited.

In accordance with approval given by the shareholders, the Company had accounted for slump sale of Carbon Black business (identified as reportable segment under AS-17) with effect from 1st April, 2013, on a going concern basis to SKI Carbon Black (India) Private Limited pursuant to Business Transfer Agreement entered into with them and accordingly, in the previous year, a gain of Rs. 24.06 Crore on the said slump sale had been recognised as an exceptional item and a net tax credit of Rs. 40.70 Crore (including reversal of deferred tax credit) had been netted off with the tax expense.

NOTE: 2

RETIREMENT BENEFITS

Disclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)

(a) The details of the Company''s Defined Benefit Plans in respect of Gratuity (funded by the Company): General Description of the Plan

The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Company''s scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.

NOTE: 3

LIST OF RELATED PARTIES PARTIES WHERE CONTROL EXIST SUBSIDIARIES

Aditya Birla Financial Services Limited (ABFSL) (formerly Aditya Birla Financial Services Private Limited)

Aditya Birla Capital Advisors Private Limited (ABCAPL)

Aditya Birla Customer Services Limited (ABCSL) (formerly Aditya Birla Customer Services Private Limited)

Aditya Birla Trustee Company Private Limited (ABTCPL)

Aditya Birla Money Limited (ABML)

Aditya Birla Commodities Broking Limited (ABCBL)

Aditya Birla Financial Shared Services Limited (ABFSSL)

Aditya Birla Finance Limited (ABFL)

Aditya Birla Securities Private Limited (ABSPL) (up to 10th September, 2014)

Aditya Birla Insurance Brokers Limited (ABIBL)

Birla Sun Life Asset Management Company Limited (BSAMC)

Birla Sun Life AMC (Mauritius) Ltd.

Aditya Birla Sun Life AMC Ltd., Dubai

Aditya Birla Sun Life AMC Pte. Ltd., Singapore

India Advantage Fund Ltd. (IAFL)

International Opportunities Fund SPC (IOF)

Birla Sun Life Trustee Company Private Limited (BSTPL)

Aditya Birla Housing Finance Ltd. (ABHFL) (formerly LIL Investment Limited)

Aditya Birla Money Mart Limited (ABMML)

Aditya Birla Money Insurance Advisory Services Limited (ABMIASL)

ABNL IT & ITES Limited (IT&ITES)

Aditya Birla Minacs BPO Private Limited (ABMBPL)

Aditya Birla Minacs Worldwide Limited (ABMWL) (up to 8th May, 2014)

Aditya Birla Minacs Philippines Inc. (ABMPI) (up to 8th May, 2014)

AV TransWorks Limited. (AVTL) (up to 8th May, 2014)

Aditya Birla Minacs Worldwide Inc. (ABMWI) (up to 8th May, 2014)

Aditya Birla Minacs BPO Limited (ABMBL) (up to 8th May, 2014)

Minacs Worldwide SA de CV (MWSC) (up to 8th May, 2014)

The Minacs Group (USA) Inc. (MGI) (up to 8th May, 2014)

Bureau of Collection Recovery, LLC (BCR) (up to 8th May, 2014)

Bureau of Collections Recovery (BCR) Inc. (up to 8th May, 2014)

Minacs Limited (ML) (up to 8th May, 2014)

Minacs Worldwide GmbH (MWGH) (up to 8th May, 2014)

Minacs Kft. (up to 8th May, 2014)

Aditya Vikram Global Trading House Limited (AVGTHL) (up to 29th September, 2014)

Birla Sun Life Insurance Company Limited (BSLICL)

Birla Sun Life Pension Management Limited (BSLPML) (w.e.f. 19th January, 2015)

ABNL Investment Limited (ABNL Inv)

Shaktiman Mega Food Park Private Limited (SMFP)

Madura Garments Lifestyle Retail Company Limited (MGLRCL)

Indigold Trade and Services Limited (ITSL)

Pantaloons Fashion & Retail Limited (PFRL)

OTHER RELATED PARTIES JOINT VENTURES

IDEA Cellular Limited (IDEA) ASSOCIATES

Birla Securities Limited (BSL) (up to 14th November, 2014) K

EY MANAGEMENT PERSONNEL (KMP)

Mr. Lalit Naik - Managing Director (Deputy Managing Director upto 30th June, 2014)

Mr. Sushil Agarwal - Whole-time Director

Dr. Rakesh Jain - Managing Director (Upto 30th June, 2014)

ENTERPRISES HAVING COMMON KEY MANAGEMENT PERSONNEL (KMP)

Aditya Birla Science & Technology Company Private Limited (ABSTCPL) (Common KMP Mr. Lalit Naik) (w.e.f. 30th March, 2015)

NOTE: 4

OTHER SIGNIFICANT NOTES

(i) The Company has presented segment information in its Consolidated Financial Statements, which are part of the same annual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17) no disclosure related to the segment are presented in the Standalone Financial Statements.

(ii) The Company is one of the Promoter members of Aditya Birla Management Corporation Private Limited, a Company limited by guarantee which has been formed to provide a common pool of facilities and resources to its members, with a view to optimise the benefits of specialisation and minimize cost to each member. The Company''s share of expenses under the common pool has been accounted for under the appropriate head.

(iii) The Company has a process whereby periodically all long-term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/accounting standards for material foreseeable losses on such long-term contracts has been made in the books of account.

(iv) The Company''s pending litigations comprise of claims by or against the Company primarily by the workers/employees/ customers/suppliers, etc., and proceedings pending with tax and other government authorities. The Company has reviewed its pending litigations and proceedings and has adequately provided for where Provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made adequate provision in the financial statements and appropriate disclosure for contingent liabilities is given in Note 25.

(v) ABNL IT & ITeS Limited, a wholly owned subsidiary of the Company, at its meeting of the Board of Directors, held on 30th January, 2014, had approved the divestment of shares held by it in its IT-ITeS subsidiary, Aditya Birla Minacs Worldwide Limited, and had executed a Share Purchase Agreement with a group of investors led by Capital Square Partners and CX Partners subject to fulfilment of requisite consents and approvals.

All requisite consents and approvals which were part of closing conditions had been completed. With this divestment, Aditya Birla Minacs Worldwide Limited and its eleven subsidiaries ceased to be subsidiaries of Aditye Birla Nuvo Limited, with effect from 9th May, 2014.

(vi) The Board of Directors of Aditya Birla Nuvo Limited (the Company) at its meeting held on May 03, 2015, have considered and approved a Composite Scheme of Arrangement between the Company, Madura Garments Lifestyle Retail Company Limited (MGLRCL) (100% subsidiary) and Pantaloons Fashion & Retail Limited (PFRL) (72.62% subsidiary) and their respective shareholders and creditors u/s Sections 391 to 394 of the Companies Act, 1956 ["Composite Scheme"].

Pursuant to the said scheme Madura Fashion, a branded apparel retailing division of the Company and Madura Lifestyle, a luxury branded apparel retailing division of MGLRCL will be demerged into PFRL. Shareholders to the Company will get 26 new equity shares of PFRL for every 5 equity shares held in the Company pursuant to demerger of Madura Fashion. Shareholders of MGLRCL will get 7 new equity shares of PFRL for every 500 equity shares held in MGLRCL. Preference shareholders of MGLRCL will get 1 new equity share of PFRL. After the scheme of arrangement new holding of the Company (directly and through other subsidiaries) in PFRL would be 9.06%.

The Scheme is subject to the necessary statutory and regulatory approvals including approvals of the respective High Courts, the Stock Exchanges, SEBI, the respective Shareholders and lenders/creditors of each of the companies involved in the Composite Scheme. The appointed date of the Scheme will be 1st April, 2015, and expected to be consummated in next 6 to 9 months.

(vii) Figures of Rs. 50,000 or less have been denoted by ''ß''.

(viii) Previous Year''s figures have been regrouped/rearranged, wherever necessary.


Mar 31, 2014

NOTE: 1

CONTINGENT LIABILITIES NOT PROVIDED FOR

(a) Claims against the Company not acknowledged as debts Rs. in Crore

Nature of Brief Description of Contingent Liabilities As at 31st As at 31st Statute March, 2014 March,2013

Customs Duty, Departmental appeal against CESTAT order for deleting demand of 2.04 2.04 Customs Act, payment of duty for non-fulfilment of provision of EXIM policy related to 1942 Advance Licence obtained by Madura Coats Ltd.

Demand of Differential Custom Duty on acquisition of ENKA 1.27 -- Technical Know-how.

Various other cases pertaining to demand of counter-vailing duty and 1.91 0.33 additional duties on imports, supplementary Drawback claim, etc.

Excise Duty, Show cause-cum-demand notice for simultaneous availment of — 10.88 Central Excise C.E. Not. 29/04 & 30/04 date 09.07.2004 for the period 2004-05 to Act, 1944 2006-07. The matter since has been decided in favour of the Company.

Show cause-cum-demand notice alleging that mixing of duty paid 1.62 1.62 dyes amounts to manufacture and attracts duty for the period from March 1986 to September 1988.

Show cause-cum-demand notice for availment of Cenvat Credit on 1.01 1.01 capital goods used exclusively for manufacture of exempted goods for the period from April 2005 to March 2007.

Demand for payment of duty for removal of Refinished Imported 2.03 2.03 Garments without paying duty.

Demand of duty for alleged wrong availment of benefit of exemption 8.25 8.25 under Notification 38/2003-CE in respect of readymade garments procured from job workers.

Show cause-cum-demand notice of excise duty on inclusion of 1.43 1.06 Type Test Charges with the value of insulators.

Demand for reversal of Cenvat Credit on CBFS and other inputs — 35.96 allegedly to be used for manufacturing of electricity sold outside for the period 2006 to September 2011. Carbon Black business was divested by way of slump sale to M/s. SKI Carbon Black India Pvt. Ltd., w.e.f. 01.04.2013 and, hence, liability transferred to new entity.

Demand for reversal of Cenvat Credit on CBFS alleged to be used for — 3.54 generation of Steam sold outside. Carbon Black business was divested by way of slump sale to M/s. SKI Carbon Black India Pvt. Ltd., w.e.f. 01.04.2013 and, hence, liability transferred to new entity.

Various cases demanding duty on removal of refinished imported 5.74 6.59 goods, reversal of credit on inputs used for manufacturing dutiable and exempted goods, etc.

Service Tax, Show cause-cum-demand notices for availment of Cenvat Credit of 2.25 2.25 Finance Act, Service Tax paid on commission to overseas agents since services are 1994 not falling under input service for the period from April 2005 to March 2010.

Demand for Cenvat Credit of Service Tax taken on Goods Transport 3.85 4.07 Agency Service on outward transportation from place of removal till buyers'' place.

Show cause-cum-demand notice for reversal of Cenvat Credit of 1.05 1.05 Service Tax on Business Auxiliary Services.

Demand of Service Tax Due to mismatch of Freight Inward declared in 1.23 0.42 ER-4 and ST-3 Returns.

Various other cases pertaining to disallowance of Cenvat Credit of 2.53 2.90 Service Tax on commission paid to overseas agent, in GTA services, service for outward transportation and other services alleging not be classified as input services for availment of Cenvat Credit, etc.

Sales Tax, Non-receipt of C & F forms, disallowance of Input Tax Credit (ITC) on 9.98 9.98 Commercial purchases by Power Plant, reversal of ITC, for AY 2006-07. Tax Act

Demand for Short of Form H, I and C, Input Tax Credit Short adjusted on 5.37 5.16 Stores Spares.

Demand for Short of Form 12A on sale to local party who subsequently 1.56 1.79 exported the goods.

Sales tax demand on export to Nepal. — 1.50

Various other cases in respect of Short of Form H, I and C, disallowance 1.75 1.71 of input credit, tax demand on freight charges and on export to Nepal.

Income-tax Various Department Appeals in ITAT, High Court on 14A disallowance, 36.18 37.70 Act, 1961 disallowance of additional depreciation, disallowance of depreciation on goodwill and various matters.

Various other cases in respect of Short of Form H, I and C, disallowance 2.16 4.31 of input credit, tax demand on freight charges and on export to Nepal.

Others Statutes Labour Reinstatement and Workmen Compensation cases. 6.82 6.20

Water drawal charges for the period of April 1999 to till date. 69.72 59.70

Claim by PEDEEE Syria for late supply under different contracts. 6.24 5.38

Railways demanded Land Licence Fees, in 2008, for the land used for 5.12 5.26 constructing and connecting siding with Railway at Sindurwa since 1988.

Demand letter issued by UPSIDC for making payment of maintenance 18.23 15.27 charges on land allotted in 1983.

Various other cases pertaining to Industrial Disputes, Railways Licence 22.07 19.20 Fee demand, Textile Cess on readymade garments, claims made by clients on sale of securities and other Civil cases.

Grand Total 221.41 257.16

(b) Bills Discounted with Banks 38.17 75.86

(c) Corporate Guarantees given to Banks for loans taken by subsidiaries 705.53 1,928.79

(d) Corporate Guarantees given in connection with performance obligation of the subsidiaries 12.10 106.86

(e) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage of fertilisers dispatched was required to be supplied in jute bags upto 31st August, 2001. The Company made conscious efforts to use jute packaging material as required under the said Act. However, due to non-availability of material as per the Company''s product specifications as well as due to strong customer resistance to use of jute bags, the specific percentage could not be adhered to. The Company has received a show cause notice, against which a writ petition has been filed with the Hon''ble High Court, which is awaiting for hearing. The Jute Commissioner, Kolkata, had filed transfer petition, various writ petitions have been filed in different High Courts by other aggrieved parties, including the Company, before the Hon''ble Supreme Court of India praying for consolidation of all cases at one Court. The transfer petition is pending before the Hon''ble Supreme Court. The Company has been advised that the said levy is bad in law.

(e) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms contained in their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Finance Limited, Pantaloons Fashion & Retail Limited, Aditya Birla Minacs Worldwide Limited and Madura Garments Lifestyle Retails Company Limited investments have also been provided to certain Banks for respective credit facilities extended by them.

Pursuant to the Shareholders'' Agreement entered into with the Joint Venture partner, the Company has, in respect of Birla Sun Life Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirement prescribed by the regulatory authority.

(f) Madura Garments Lifestyle Retail Company Limited (MGLRCL), a subsidiary of the Company, has issued Zero Coupon Non-Convertible Debenture (NCD) aggregating Rs. 300 Crore. The Company has entered into an option agreement with the holders of such NCD pursuant to which the holders have put option on the Company, and the Company has call option on the holders on expiry of 24 months from the date of allotment of NCD at a pre-agreed price. Further, on happening of certain events, the put option can also be exercised by the holders on the Company on any other date on happening of such events.

(g) Aditya Birla Finance Limited (ABFL), a subsidiary of the Company, has issued 10.20% Non-Convertible sub-ordinate Debenture (NCD) aggregating Rs. 300 Crore. The Company has entered into an option agreement with the holders of such NCD, pursuant to which the holders have put option on the Company, and the Company has call option on the holders on expiry of 36 months from the date of allotment of NCD. Further, on happening of certain events, the put option can also be exercised by the holders on the Company on any other date on happening of such events.

(h) The Company has uncalled commitments in respect of investments in shares of Indigold Trade and Services Limited amounting to Rs. Nil (Previous Year: Rs. 28.93 Crore).

NOTE: 2

DISCONTINUING OPERATIONS

The Company, in its Committee of Directors meeting held on 6th April, 2013, had decided to divest the Carbon Black business with effect from 1st April, 2013, on a going concern basis, by way of a slump sale, to SKI Carbon Black (India) Private Limited.

In accordance with the approval given by the shareholders, the Company has accounted for slump sale of Carbon Black business (identified as reportable segment under AS-17) with effect from 1st April, 2013, on a going concern basis to SKI Carbon Black (India) Private Limited pursuant to Business Transfer Agreement entered into with them and accordingly a gain of Rs. 24.06 Crore on the said slump sale has been recognised as an exceptional item and a net tax credit of Rs. 40.70 Crore (including reversal of deferred tax credit) has been netted off with current period tax expense.

In view of the above, the figures for the previous year are strictly not comparable.

NOTE: 3 RETIREMENT BENEFITS

Disclosure in respect of Employee Benefits pursuant to Accounting Standard-15 (Revised)

(a) The details of the Company''s Defined Benefit Plans in respect of Gratuity (funded by the Company):

General Description of the Plan

The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Company''s scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.

NOTE: 4

LIST OF RELATED PARTIES

PARTIES WHERE CONTROL EXIST

SUBSIDIARIES

Aditya Birla Financial Services Private Limited (ABFSPL) Aditya Birla Capital Advisors Private Limited (ABCAPL) Aditya Birla Customer Services Private Limited (ABCSPL) Aditya Birla Trustee Company Private Limited (ABTCPL) Aditya Birla Money Limited (ABML)

Aditya Birla Commodities Broking Limited (ABCBL) Aditya Birla Financial Shared Services Limited (ABFSSL) Aditya Birla Finance Limited (ABFL)

Aditya Birla Securities Private Limited (ABSPL) Aditya Birla Insurance Brokers Limited (ABIBL) Birla Sun Life Asset Management Company Limited (BSAMC) Birla Sun Life AMC (Mauritius) Ltd. Aditya Birla Sun Life AMC Ltd., Dubai Aditya Birla Sun Life AMC Pte. Ltd., Singapore India Advantage Fund Ltd. Birla Sun Life Trustee Company Private Limited (BSTPL) Aditya Birla Housing Finance Limited (ABHFL) Aditya Birla Money Mart Limited (ABMML)

Aditya Birla Money Insurance Advisory Services Limited (ABMIASL) ABNL IT & ITES Limited (IT&ITES)

Aditya Birla Minacs BPO Private Limited (ABMBPL) Aditya Birla Minacs Worldwide Limited (ABMWL) Aditya Birla Minacs Philippines Inc. (ABMPI) AV TransWorks Limited (AVTL)

Aditya Birla Minacs Worldwide Inc. (ABMWI) Aditya Birla Minacs BPO Limited (ABMBL) Minacs Worldwide SA de CV (MWSC) The Minacs Group (USA) Inc. (MGI)

Bureau of Collections Recovery, LLC (BCR) Bureau of Collections Recovery (BCR) Inc. (upto February 20, 2014) Minacs Limited (ML)

Minacs Worldwide GmbH (MWGH) Minacs Kft. Aditya Vikram Global Trading House Limited (AVGTHL) Birla Sun Life Insurance Company Limited (BSLICL) ABNL Investment Limited (ABNL Inv) Shaktiman Mega Food Park Private Limited (SMFP) Madura Garments Lifestyle Retail Company Limited (MGLRCL) Indigold Trade and Services Limited (ITSL)

Pantaloons Fashion & Retail Limited (PFRL) OTHER RELATED PARTIES JOINT VENTURES IDEA Cellular Limited (IDEA)

Birla Sun Life Asset Management Company Limited (BSAMC) (Joint Venture of ABFSPL) (Upto October 10, 2012) Birla Sun Life Trustee Company Private Limited (BSTPL) (Joint Venture of ABFSPL) (Upto October 10, 2012) ASSOCIATES

Birla Securities Limited (BSL) Key Management Personnel Dr. Rakesh Jain – Managing Director

Mr. Pranab Barua – Whole-time Director (upto May 15, 2012) Mr. Sushil Agarwal – Whole-time Director

Mr. Lalit Naik – Deputy Managing Director (w.e.f. January 01, 2013) Relatives of Key Management Personnel Mrs. Anita Agarwal (Wife of Mr. Sushil Agarwal)

NOTE: 5

OTHER SIGNIFICANT NOTES

(i) The Board of Directors of the Company has approved allotment of 98.20 Lakh Equity Shares of Rs. 10 each at a premium of Rs. 900.86 each on 8th November, 2013, against warrant allotted on a preferential basis to the promoter and promoter group company. The Company has received an amount of Rs. 670.84 Crore (excluding receipt of Rs. 223.62 Crore received on allotment of warrant) on exercise of warrants. The receipt from the preferential allotment of the warrants has been fully utilised.

(ii) The Company has presented segment information in its Consolidated Financial Statements, which are part of the same annual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17), no disclosure related to the segment are presented in the Standalone Financial Statements.

(iii) ABNL IT & ITeS Limited, a wholly owned subsidiary of the Company, at its meeting of the Board of Directors held on 30th January, 2014, has approved the divestment of shares held by it in its IT-ITeS subsidiary, Aditya Birla Minacs Worldwide Limited, and has executed a Share Purchase Agreement with a group of investors led by Capital Square Partners and CX Partners subject to fulfilment of requisite consents and approvals.

All requisite consents and approvals, which were part of closing conditions, have been completed. With this divestment, Aditya Birla Minacs Worldwide Limited and its subsidiaries ceased to be subsidiaries of Aditya Birla Nuvo Limited, with effect from 9th May, 2014.

(iv) Book Value of certain long-term unquoted investments aggregating to Rs. 1,546.59 Crore (Previous Year: Rs. 434.01 Crore) are lower than its cost.

Considering the strategic and long-term nature of the aforesaid investments and asset base and business plan of the investee companies, in the opinion of the management, the decline in the market/book value of the aforesaid investments is of temporary nature, requiring no provision.

(v) Figures of Rs. 50,000 or less have been denoted by ''ß''.

(vi) Previous Year''s figures have been regrouped/rearranged, wherever necessary.


Mar 31, 2013

1 The Hon''ble High Court of Allahabad, vide its order dated December 23, 2011, has upheld the constitutional validity and retrospective application of entry tax under UP Tax on Entry of Goods into Local Area Act, 2007, in response to a writ petition filed by the Company earlier. On further appeal, the Hon''ble Supreme Court, vide its order dated January 10, 2012, had granted stay on the said order subject to certain conditions, accordingly, the Company had paid Rs. 47.88 Crore under protest and submitted bank guarantee aggregating Rs. 42.90 Crore. Considering the complexities involved and pending final hearing before the Hon''ble Supreme Court, the Company, in the Previous year, had made provision for entry tax aggregating Rs. 103.88 Crore, and the same was considered as an exceptional item.

2 List of Related Parties:

PARTIES WHERE CONTROL EXIST SUBSIDIARIES

Aditya Birla Financial Services Private Limited (ABFSPL) (100% Subsidiary]

Aditya Birla Capital Advisors Private Limited (ABCAPL) (100%Subsidiary of ABFSPL]

Aditya Birla Customer Services Private Limited (ABCSPL) (100% Subsidiary of ABFSPL]

Aditya Birla Trustee Company Private Limited (ABTCPL) (100% Subsidiary of ABFSPL]

Aditya Birla Money Limited (ABML) (75% Subsidiary of ABFSPL]

Aditya Birla Commodities Broking Limited (ABCBL] (100% Subsidiary of ABML]

Aditya Birla Financial Shared Services Limited (ABFSSL] (100% Subsidiary of ABFSPL]

Aditya Birla Finance Limited (ABFL] (100% Subsidiary of ABFSPL]

Aditya Birla Securities Private Limited (ABSPL] (100% Subsidiary of ABFL]

Aditya Birla Insurance Brokers Limited (ABIBL] (50.01% Subsidiary of ABFSPL]

Birla Sun Life Asset Management Company Limited (BSAMC] (51% Subsidiary of ABFSPL] (w.e.f. 10th Oct., 2012, earlier was a Joint Venture]

Birla Sun Life AMC (Mauritius] Ltd. (100% Subsidiary of BSAMC]

Aditya Birla Sun Life AMC Ltd., Dubai (100% Subsidiary of BSAMC]

Aditya Birla Sun Life AMC Pte. Ltd., Singapore (100% Subsidiary of BSAMC]

India Advantage Fund Ltd. (Subsidiary of BSAMC]

Birla Sun Life Trustee Company Private Limited (BSTPL] (50.85% Subsidiary of ABFSPL](w.e.f. 10th Oct., 2012, earlier was a Joint Venture]

Aditya Birla Housing Finance Ltd. (ABHFL] (100% Subsidiary of ABFSPL] (formerly known as LIL Investment Limited] Aditya Birla Money Mart Limited (ABMML] (100% Subsidiary of ABFSPL]

Aditya Birla Money Insurance Advisory Services Limited (ABMIASL] (100% Subsidiary of ABMML]

ABNL IT & ITES Limited (IT&ITES] (100% Subsidiary]

Aditya Birla Minacs Worldwide Limited (ABMWL] (99.85% Subsidiary of IT&ITES]

Aditya Birla Minacs Philippines Inc. (ABMPI] (100% Subsidiary of ABMWL]

Aditya Birla Minacs BPO Private Limited (ABMBPL] (100% Subsidiary of ABMWL]

AV TransWorks Limited. (AVTL] (100% Subsidiary of ABMWL]

Aditya Birla Minacs Worldwide Inc. (ABMWI] (100% Subsidiary of AVTL]

Aditya Birla Minacs BPO Limited (ABMBL] (100% Subsidiary of ABMWI]

Minacs Worldwide SA de CV (MWSC] (100% Subsidiary of ABMWI]

The Minacs Group (USA) Inc.(MGI) (100% Subsidiary of ABMWI]

Bureau of Collections Recovery, LLC (BCR) (100% Subsidiary of ABMWI)

Bureau of Collections Recovery (BCR) Inc. (100% Subsidiary of ABMWI)

Minacs Limited (ML) (100% Subsidiary of ABMWI)

Minacs Worldwide GmbH (MWGH) (100% Subsidiary of ABMWI)

Minacs Kft. (100% Subsidiary of MWGH)

Aditya Vikram Global Trading House Limited (AVGTHL) (100% Subsidiary)

Birla Sun Life Insurance Company Limited (BSLICL) (74% Subsidiary)

ABNL Investment Limited (ABNLInv) (100% Subsidiary)

Shaktiman Mega Food Park Private Limited (94% Subsidiary)

Madura Garments Lifestyle Retail Company Limited. (MGLRCL) (100% Subsidiary)

Indigold Trade and Services Limited (ITSL) (100% Subsidiary)

Pantaloons Fashion & Retail Limited (Formerly Peter England Fashions and Retail Limited) (PFRL) (50.09% Subsidiary of ITSL)

OTHER RELATED PARTIES JOINT VENTURES

IDEA Cellular Limited (IDEA)

Birla Sun Life Asset Management Company Limited (BSAMC) (ceased to be a joint venture from 10th Oct., 2012 on becoming Subsidiaries)

Birla Sun Life Trustee Company Private Limited (BSTPL) (ceased to be a joint venture from 10th Oct., 2012 on becoming Subsidiaries)

ASSOCIATES

Birla Securities Limited. (BSL)

Key Management Personnel

Dr. Rakesh Jain - Managing Director

Mr. Pranab Barua - Whole-time Director (up to 15th May, 2012)

Mr. Sushil Agarwal - Whole-time Director (w.e.f. 01st June, 2011)

Mr. Lalit Naik - Deputy Managing Director (w.e.f. 01st January, 2013)

Relatives of Key Management Personnel

Mrs. Anita Agarwal (Wife of Mr. Sushil Agarwal)

3 In accordance with approval of the shareholders in the extraordinary general meeting of the Company held on 25th April, 2012, the Company has on preferential basis, issued 1.65 Crore warrants of Rs. 10 each to the Promoters and/ or Promoter Group at a price of Rs. 910.86. The holder of each warrant is entitled to apply for and obtain allotment of 1 equity share against each warrant at any time after the date of allotment but on or before the expiry of 18 months from the allotment in one or more tranches. The Company has received an amount of Rs. 375.73 Crore equivalent to 25% of the price and Rs. 456.34 Crore (excluding receipt of Rs. 152.11 Crore received on allotment of warrant) on exercise of 66.80 Lakh warrants of Rs. 10 each by the Promoter Group. The total amount of Rs. 832.08 Crore received from the preferential allotment of the warrants has been fully utilised.

4 The Company has presented segment information in its Consolidated Financial Statements, which are part of the same annual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17) no disclosure related to the segment are presented in the Standalone Financial Statements.

5 The Company, in its Committee of Directors meeting held on 6th April, 2013, has decided to divest the Carbon Black business with effect from 1st April, 2013 at an Enterprise Value of Rs. 1,451 Crore, subject to adjustment for net working capital. The Carbon Black business is being transferred, on a going concern basis, by way of a slump sale, to SKI Carbon Black (India) Private Limited. The transaction is expected to be consummated during the current financial year subject to necessary approvals.

6 Pursuant to the Scheme of Arrangement (the ''Scheme'') under Sections 391 to 394 of the Companies Act, 1956, the fashion retail business called the ''Pantaloon Format'' of Pantaloon Retail (India) Limited, sanctioned by the Hon''ble High Court of Bombay, vide its order dated 1st March, 2013, has been transferred by way of demerger to Pantaloons Fashion & Retail Limited (Formerly Peter England Fashions and Retail Limited), a subsidiary of the Company, on a going concern basis with effect from 8th April, 2013. The Scheme is operative from the appointed date, i.e., 1st July, 2012.

7 Figures of Rs. 50,000 or less have been denoted by ''IS''.

8 Previous Year''s figures have been regrouped/rearranged, wherever necessary.


Mar 31, 2012

1 Term/Right attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution to all Preference Shareholders. The distribution will be in proportion to the number of the equity shares held by the shareholders.

2 Term of Conversion/Redemption of Preference Shares

In accordance with the Composite Scheme of Arrangement, 10,000 6% Redeemable Cumulative Preference Share of ' 100/- each fully paid-up (Previous Year: 10,000) were issued to preference shareholders (other than the Company) of Peter England Fashions and Retail Limited.

Preference shares carry cumulative dividend @6% p.a. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

These preference shares are redeemable by the Company at any time after completion of one year and on or before completion of five years from the 1st January, 2010, at the face value. In the event of liquidation of the Company before conversion/redemption of preference shares, the holders of Preference Shares will have priority over Equity Shares in the payment of dividend and repayment of capital.

3 The Company does not have any holding Company,

4 Share reserved for issue under options and contracts, including the terms and amounts:

For details of Shares reserved for issue under the Employee Stock Option (ESOP) Plan of the Company Refer Note 38.

5 There are no Preference Shares issued as fully paid-up pursuant to any contract in consideration of other than cash or bought back during the preceding last five years except issue of 10,000 6% Redeemable Cumulative Preference Shares of Rs 100/- each pursuant to a Scheme of Composite Arrangement to shareholders of Peter England Fashions and Retail Limited.

6 In the year 1997, the Company had forfeited 4,487 shares held by 299 holders on account of non-payment of call money with interest on shares issued against each detachable warrant.

7 3,191,794 equity shares (Previous Year: 3,222,993) are represented by Global Depository Receipts.

8 During the last five years preceding 31.03.2012, there were 1,048 Bonus Shares (Previous Year: 1,048 Bonus Shares] issued out of shares kept in abeyance.

9 Figu res in brackets represent corresponding number of shares for previous year.

Details of Dues to Micro, Small & Medium Enterprises as defined under MSMED Act, 2006

There are no Micro, Small & Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2012, and no interest payment made during the year to any Micro, Small & Medium Enterprises. This information as required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company.

Notes:

1. Gross Block of Fixed Assets Includes:

a. The Company's share in assets held under co-ownership - Leasehold Land Rs 19.53 Crore (Previous Year: Rs 19.55 Crore), Buildings Rs23.85 Crore (Previous Year: Rs 23.85 Crore), Furniture, Fixture & Equipment Rs 7.94 Crore (Previous Year: Rs 7.92 Crore) and Vehicles and Aircraft Rs 6.83 Crore (Previous Year: Rs 6.83 Crore).

b. Buildings include Rs 8.19 Crore (Previous Year: Rs 8.19 Crore) being cost of Debentures and Shares in a company entitling the right of exclusive occupancy and use of certain premises.

2. For Assets given on Operating Lease - Refer to Note: 40.

3. The Company has made an application for exemption under Section 20 of the Urban Land (Ceiling & Regulation) Act, 1976, for excess land of 4.25 acres (Previous Year: 4.25 acres) at Rishra.

The Company is one of the Promoter member of Aditya Birla Management Corporation Private Limited, a Company limited by guarantee, which has been formed to provide a common pool of facilities and resources to its members, with a view to optimise the benefits of specialisation and minimise cost to each member. The Company's share of expenses under the common pool has been accounted for under the appropriate heads. Total Amount of Deposit Outstanding as on 31st March, 2012, is Rs 3.82 Crore (Previous Year: Rs 3.12 Crore).

NOTE: 1 CONTINGENT LIABILITIES NOT PROVIDED FOR: Rs in Crore

a) Claims against the Company not acknowledged as debts

Nature of Brief Description of Forum where As at 31st As at 31st Statute Contingent Liabilities dispute is pending March, 2012 March, 2011 Customs Duty, Departmental appeal against CESTAT order High Court- Karnataka 2.04 - "Customs Act, for deleting demand of payment of duty 1942 for non fulfillment of provision of EXIM policy related to Advance Licence

Excise Duty, Department issued show cause cum Commissioner, LTU, 10.88 10.88

Central Excise demand notice for simultaneous availment Mumbai Act, 1944 of C.E. Not. 29/04 & 30/04 date 09.07.2004

for the period 2004-05 to 2006-07

Demand for payment of duty for removal CESTAT-Bangalore 2.03 2.03

of Refinished Imported Garments without paying Duty

Demand of duty against availment of benefit Hon'ble Supreme Court 8.25 8.25

of exemption under Notification 38/2003-CE in respect of ready made garments procured from job workers

Demand for reversal on cenvat on CBFS & Dy. Commissioner LTU 32.04 1.42

other inputs allegedly to be used for Mumbai

manufacturing of electricity sold outside for the period 2006 to September 2011

Demand of difference in duty on processing Dy. Commissioner 4.09 2.69

of yarn from Cake to Cone Commissioner-LTU,

Mumbai

Demand for reversal of cenvat on CBFS High Court, Allahabad 3.27 3.27

alleged to be used for generation of Steam

Demand for reversal of cenvat of Service Tax Commissioner 1.05 1.05

on business auxiliary services

Sales Tax Demand against C & F forms and also against Joint Commissioner of 10.68 -

Input Tax Credit (ITC) on purchases by Power Sales Tax (Appeals), Rajkot Plant, reversal of ITC, for AY 2006-07

Demand against issue of Form C against High Court, Lucknow 74.69 38.61

supply of Natural Gas during F.Y. 2009-10,

FY 2010-11 and FY 2011-12

Demand of Entry Tax Supreme Court - 69.84

Sales Tax demand on export to Nepal High Court, Allahabad 1.43 1.17

Demand against Form H, I & C, ITC Short W.B.Commercial Tax, 4.94 4.90

adjusted on Stores Spares Revisional Board

Service Tax, Demand of Service Tax on Commission paid CESTAT Kolkata - 1.12

Finance Act, to overseas agents during the period from 1994 01.10.2002 to 31.03.2006

Demand for reversal of cenvat of Service Tax Commissioner- LTU, Mumbai 4.04 3.67

taken on Goods transport Agency service on outward transportation

Others Demand of textile cess on removal of Ready High Court, Karnataka 2.14 2.14

made garments

Payment of Wages of Strike Period Industrial Tribunal, Rajkot 3.12 3.12

Labour Reinstatement & Workmen Labour Court 5.77 5.47

Compensation cases

Claim by PEDEEE Syria for late supply Syrian Arab republic Council 1.20 1.05

under different contracts of State,

Administra tional

Judicature Court, Syria

HPCL arbitration for supply of low sulphur CIT (Appeals) 1.04 1.04

heavy stocks and other liquid fuels

Railways demanded Land Licence Fees, DRM, Northern Railways, 3.50 3.50

in 2008, for the land used for constructing LKO and connecting siding with Railway at Sindurwa since 1988

Demand letter issued by UPSIDC for High Court, Lucknow 11.17 8.21

making payment of mainten ance charges on land allotted in 1983

Demand of water drawal charges by High Court, Gujarat 50.59 -

irrigation department

Recovery of payment for material not supplied/ Contract cancelled 5.92 5.92

Income Tax Various Department Appeal in ITAT, High ITAT, High Court 52.22 57.89

Act, 1961 Court on various matter

Demand for various additions in tax CIT (Appeals) 1.59 0.61 assessment of AY 2008-09 & 2009-10

Penalty on disallowance of provision of CIT (Appeals) - 3.11 leave salary

Various others cases 21.36 20.88 Grand Total 319.05 261.84

b) Bills Discounted with Banks 124.02 89.99

c) Corporate Guarantees given to Banks for loans taken by subsidiaries 930.82 510.58

d) Corporate Guarantees given in connection with performance obligation 99.76 87.07 of the subsidiaries

e) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage of fertilisers dispatched was required to be supplied in jute bags up to 31st August 2001. The Company made conscious efforts to use jute packaging material as required under the sad Act. However, due to non-availability of material as per the Company's product specifications as well as due to strong customer resistance to use of jute bags, the specific percentage could not be adhered to. The Company has received a show cause notice, againstwhich a writ petition has been filed with the Hon'ble High Court, which is awaiting for hearing. The Jute Commissioner, Kolkata had filed transfer petition, various writ petitions have been filed in different High Courts by other aggrieved parties, including the Company, before the Hon'ble Supreme Court of India, praying for consolidation of all cases at one Court. The transfer petition is pending before the Hon'ble Supreme Court. The Company has been advised that the said levy is bad in law.

d) For commitment under lease contract Refer Note 39.

e) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms contained in their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Minacs Worldwide Ltd and Madura Garments Lifestyle Retail Company Limited investments have also been provided to certain Banks for respective credit facilities extended by them.

Pursuant to the Shareholders' Agreement entered into with the Joint Venture partner, the Company has, in respect of Birla Sun Life Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirement prescribed by the regulatory authority.

f) Aditya Birla Minacs Worldwide Ltd. (ABMWL), a subsidiary of the Company, has issued Zero Coupon Compulsorily Convertible Debentures (CCD) aggregating ' 250 Crore to be converted into Equity of ABMWL on the expiry of a period of 60 months from the date of allotment of such CCD. The Company has entered into an option agreement with the subscribers of such CCD, pursuant to which the subscribers has put option on the Company and the Company has call option on the subscribers on 22nd May, 2012, at a pre-agreed price. Further, on happening of certain events, the put option can also be exercised by the subscribers on the Company on any other date on happening of such events.

g) Madura Garments Lifestyle Retail Company Limited (MGLRCL), a subsidiary of the Company, has issued Zero Coupon Compulsorily Convertible Debenture (CCD) aggregating ' 300 Crore to be converted into Equity of MGLRCL on the expiry of a period of 60 months from the date of allotment of such CCD. The Company has entered into an option agreement with the subscribers of such CCD, pursuant to which the subscribers has put option on the Company and the Company has call option on the subscribers on expiry of 24, 36, 48 and 60 months from the date of allotment of CCD at a pre-agreed price. Further, on happening of certain events, the put option can also be exercised by the subscribers on the Company on any other date on happening of such events.

2 Disclosure under Employee Stock Option Scheme

Under the Employee Stock Option Scheme - 2006 (ESOS-2006), the Company has granted options to the eligible employees of the Company and its Subsidiaries. During the year under ESOS-2006, 3,370 options have been granted as 'Tranche-V' on 23rd May, 2011, to the eligible employees of the Company. These options are convertible into equivalent equity shares of the Company. The details are as under:

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly Rs 0.18 Crore {net of recovery of Rs IS Crore from the subsidiaries} (Previous Year : Rs 1.96 Crore net of recovery of Rs 0.05 Crore from the subsidiaries) has been charged to the Statement of Profit and Loss.

For the option exercised during the period, the weighted average share price at the exercise date was Rs 927.92 per share (Previous Year : no option exercised).

The weighted average remaining contractual life for the stock options outstanding as at 31st March, 2012, is 3.35 years (Previous Year : 3.25 years).

NOTE : 3

Disclosure in respect of Related Parties pursuant to Accounting Standard-18 Sl. No. List of Related Parties:

Parties where control exist SUBSIDIARIES

1 Aditya Birla Financial Services Private Limited (ABFSPL) (100% Subsidiary]

1.1 Aditya Birla Capital Advisors Private Limited (ABCAPL) (100% Subsidiary of ABFSPL)

1.2 Aditya Birla Customer Services Private Limited (ABCSPL) (100% Subsidiary of ABFSPL)

1.3 Aditya Birla Trustee Company Private Limited (ABTCPL) (100% Subsidiary of ABFSPL)

1.4 Aditya Birla Money Limited (ABML) (75% Subsidiary of ABFSPL)

1.4.1 Aditya Birla Commodities Broking Limited (ABCBL) (100% Subsidiary of ABML)

1.5 Aditya Birla Financial Shared Services Limited (ABFSSL) (100% Subsidiary of ABFSPL)

1.6 Aditya Birla Finance Limited (ABFL) (100% Subsidiary of ABFSPL)

1.6.1 Aditya Birla Securities Private Limited (ABSPL) (100% Subsidiary of ABFL w.e.f. 31st July, 2010)

1.7 Aditya Birla Insurance Brokers Limited (ABIBL) (50.01% Subsidiary of ABFSPL)

1.8 Aditya Birla Money Mart Limited (ABMML) (100% Subsidiary of ABFSPL)

1.8.1 Aditya Birla Money Insurance Advisory Services Limited (100% Subsidiary of ABMML)

2 Aditya Birla Minacs Worldwide Limited (ABMWL) (99.85% Subsidiary)

2.1 Transworks Inc (TW Inc) (100% Subsidiary of ABMWL) (upto 9th October, 2011)

2.2 Aditya Birla Minacs Philippines Inc. (ABMPI) (100% Subsidiary of ABMWL)

2.3 AV TransWorks Limited. (AVTL) (100% Subsidiary of ABMWL)

2.3.1 Aditya Birla Minacs Worldwide Inc. (ABMWI) (100% Subsidiary of AVTL)

2.3.1.1 Aditya Birla Minacs BPO Limited (ABMBL) (100% Subsidiary of ABMWI)

2.3.1.1.1 Aditya Birla Minacs BPO Private Limited (ABMBPL) (100% Subsidiary of ABMBL)

2.3.1.1.2 Compass BPO Inc. (100% Subsidiary of ABMBL) (Upto 29th September, 2011)

2.3.1.2 Minacs Worldwide SA de CV (MWSC) (100% Subsidiary of ABMWI)

2.3.1.3 The Minacs Group (USA) Inc. (MGI) (100% Subsidiary of ABMWI)

2.3.1.3.1 Bureau of Collection Recovery, LLC (BCR) (100% Subsidiary of MGI) (w.e.f. 2nd June, 2010)

2.3.1.4 Bureau of Collections Recovery (BCR) Inc. (w.e.f. 4th March, 2011) (100% Subsidiary of ABMWI)

2.3.1.5 Minacs Limited (ML) (100% Subsidiary of ABMWI)

2.3.1.6 Minacs Worldwide GmbH (MWGH) (100% Subsidiary of ABMWI)

2.3.1.6.1 Minacs Kft. (100% Subsidiary of MWGH)

3 Aditya Vikram Global Trading House Limited (AVGTHL) (100% Subsidiary]

4 Birla Sun Life Insurance Company Limited (BSLICL) (74% Subsidiary)

5 ABNL Investment Limited (ABNLInv) (100% Subsidiary)

6 Shaktiman Mega Food Park Private Limited (w.e.f. 2nd December, 2010) (94% Subsidiary)

7 Madura Garments Lifestyle Retail Company Limited (MGLRCL) (100% Subsidiary)

8 Peter England Fashions and Retail Limited (PEFRL) (100% Subsidiary)

9 Indigold Trade and Services Limited (ITSL) (w.e.f. 30th June, 2010) (99.99% Subsidiary)

10 LIL Investment Limited (LIL) (w.e.f. 30th June, 2010) (99.99% Subsidiary)

JOINT VENTURES

1 Birla Sun Life Asset Management Company Limited (BSAMC) (Joint Venture of ABFSPL)

2 Birla Sun Life Trustee Company Private Limited (BSTPL) (Joint Venture of ABFSPL)

3 IDEA Cellular Limited (IDEA)

ASSOCIATES

1 Birla Securities Limited (BSL)

2 Indigold Trade and Services Limited (ITSL) (Upto 29th June, 2010)

3 LIL Investment Limited (LILIL) (Upto 29th June, 2010)

Key Management Personnel

1 Dr. Rakesh Jain - Managing Director

2 Mr. Pranab Barua - Whole-time Director

3 Mr. Sushil Agarwal- Whole-time Director (w.e.f. 1st June, 2011)

4 Mr. K.K. Maheshwari - Whole-time Director (upto 20th May, 2010)

Relatives of Key Management Personnel

1 Mrs. Anita Agarwal (Wife of Mr. Sushil Agarwal)

2 Mrs. Sharda Maheshwari (Wife of Mr. K.K. Maheshwari)

General Description Fair Value of the Plan

The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Company's Scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.

4 The Company has presented segmental information in its Consolidated Financial Statements, which are part of the same annual report. Accordingly, in terms of provisions of Accounting Standard on Segment Reporting (AS-17) no disclosure related to the segment are presented in the Standalone Financial Statements.

5 Subsequent Events

a) The Board of Directors of the Company at its meeting held on 30th April, 2012, has, in principle approved, subject to necessary approvals, the proposed acquisition of a controlling stake in Future Group's 'Pantaloons Format Business' post its demerger from Pantaloon Retail (India) Ltd. (PRIL) either directly or through its subsidiary company. PRIL will issue debentures to the company/its subsidiary worth Rs 800 Crore convertible in the equity shares of the resulting entity on mutually agreed terms. The transaction is likely to be completed in the next 8-10 months time, subject to the finalisation of the Scheme of Arrangement, due diligence, statutory and other requisite approvals.

b) The Board of Directors of the Company at their meeting, held on 26th March, 2012, have, subject to necessary approval(s) and in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, approved issuance of 1.65 Crore warrants to Promoter and/or Promoter Group, entitling the holder thereof to get one equity share of Rs 10/- each of the Company against each warrant within a period of eighteen months from the date of allotment. Subsequently, the Members of the Company in the Extraordinary General Meeting held on 25th April, 2012, have also approved issue of the said warrants.

Further, on receipt of 25% of the price fixed per warrants on 10th May, 2012, the Company has issued and allotted 1.65 Crore Warrants to the Promoter Group Companies on a preferential basis.

6 Figures of Rs 50,000 or less have been denoted by 'IS'.

7 Previous Year's figures have been regrouped/rearranged wherever necessary.


Mar 31, 2011

Current Year Previous Year

1. Contingent Liabilities not provided for:

a) Claims against the Company not acknowledged as debts:

i) Income-tax 61.69 82.52

ii) Custom Duty 0.24 0.23

iii) Excise Duty 34.88 29.06

iv) Sales Tax 184.18 85.72

v) Service Tax 4.74 1.04

vi) Others 36.41 35.05

b) Bills discounted with Banks 89.99 66.16

c) Corporate Guarantees given to Banks for Loans taken by subsidiaries 510.58 356.39

d) Corporate Guarantees given in connection with performance obligation of the subsidiaries 87.07 88.88

e) Customs Duty on capital goods and raw materials imported under advance licensing/EPCG Scheme, against which export obligation is to be fulfilled 18.71 42.96

f) Under the Jute Packaging Material (Compulsory Use of Packing Commodities) Act, 1987, a specified percentage of fertilisers dispatched was required to be supplied in jute bags up to 31st August, 2001.

The Company made conscious efforts to use jute packaging material as required under the said Act. However, due to non-availability of material as per the Company's product specifications as well as due to strong customer resistance to use of jute bags, the specific percentage could not be adhered to. The Company has received a show cause notice, against which a writ petition has been filed with the Hon'ble High Court, which is awaiting for hearing. The Jute Commissioner, Kolkata, had filed transfer petition, various writ petitions have been filed in different High Courts by other aggrieved parties, including the Company, before the Hon'ble Supreme Court of India praying for consolidation of all cases at one Court. The transfer petition is pending before the Hon'ble Supreme Court. The Company has been advised that the said levy is bad in law.

g) Idea Cellular Ltd. (Idea), in which the Company has the largest shareholding, was originally a tripartite joint venture between Aditya Birla Group, Tata Group and AT&T Group. With the exit of AT&T and the Tata Group, Idea is now part of the Aditya Birla Group. Prior to its exit, Tata Group had alleged that the Aditya Birla Group had committed material breach of the Shareholders' Agreement and the Tata Group invoked the arbitration clause, pursuant to which an Arbitral Tribunal has been constituted, which will take up the claims of the Tata Group and the counter-claims of the Aditya Birla Group.

When the Tata Group sold its shares in Idea to the Company, they claimed to have reserved certain rights under the Share Purchase Agreement, which contained a clause for arbitration by the London Court of International Arbitration (LCIA). The Company, along with another Aditya Birla Group Company, has questioned the reservation and the LCIA is seized of the matter. The Company believes that it has a strong case to counter the allegations of breach and it does not contemplate any liability to arise on this matter.

b) Aditya Birla Minacs Worldwide Ltd. (ABMWL), a subsidiary of the Company, has issued Zero Coupon Compulsorily Convertible Debentures (CCD) aggregating Rs. 250 Crore to be converted into Equity of ABMWL on the expiry of a period of 60 months from the date of allotment of such CCD. The Company has entered into an option agreement with the subscribers of such CCD pursuant to which the subscribers has put option on the Company and the Company has call option on the subscribers on expiry of 24, 36, 48 and 60 months from the date of allotment of CCD at a pre-agreed price. Further, on happening of certain events, the put option can also be exercised by the subscribers on the Company on any other date on happening of such events.

c) Madura Garments Lifestyle Retail Company Ltd. (MGLRCL), a subsidiary of the Company, has issued 0.01% Coupon Compulsorily Convertible Preference Shares (CCPS) aggregating Rs. 300 Crore to be converted into Equity of MGLRCL on the expiry of a period of 60 months from the date of allotment of such CCPS. The Company has entered into an option agreement with the subscribers of such CCPS pursuant to which the subscribers has put option on the Company, and the Company has call option on the subscribers on expiry of 24, 36, 48 and 60 months from the date of allotment of CCPS at a pre- agreed price. Further, on happening of certain events, the put option can also be exercised by the subscribers on the Company on any other date on happening of such events.

2. Disclosure pursuant to Clause 49 of the Listing Agreement (Disclosure related to Proceeds from Public Issues, Rights Issues, Preferential Issues, etc.)

In accordance with approval of the shareholders in the extraordinary general meeting of the Company held on 17th June, 2009, the Company had, on a preferential basis, issued 1.85 Crore Warrants of Rs. 10 each to the Promoter and/or Promoter Group at a price of Rs. 541.19 each. The holder of each Warrant was entitled to apply for and obtain allotment of 1 Equity Share against each Warrant at any time after the date of allotment but on or before the expiry of 18 months from the allotment in one or more tranches. Out of the above 1.85 Crore Warrants, 80 Lakh Warrants had been converted and corresponding shares were issued on 30th October, 2009. On 20th December, 2010, the Company has allotted balance 1.05 Crore Equity Shares of the Company against the conversion of equivalent number of Warrants. The total amount received from the preferential allotment has been fully utilised.

4. Disclosure under Clause 12 of SEBI Employee Stock Option Scheme (ESOS) Guidelines, 1999

a) Under the Employee Stock Options Scheme-2006 (ESOS-2006), the Company has granted options to the eligible employees of the Company and its Subsidiaries.

During the year under ESOS-2006, 17,174 options have been granted as 'Tranche III' on 20th August, 2010 and 11,952 options have been granted as 'Tranche IV' on 8th September, 2010 to the eligible employees of the Company.

During the year, the ESOS Compensation Committee of the Board of Directors has approved the repricing of the existing outstanding Stock Options, viz., 113,544 and 63,047 granted under Tranche I on 23rd August, 2007 and Tranche II on 25th January, 2008, respectively, at an exercise price of Rs. 687 per option, without any change in the vesting schedule. and terms and conditions governing the said Stock Options. The same has been approved by the Annual General Meeting on 6th August, 2010.

In respect of repricing of the existing Outstanding Stock Options, the incremental intrinsic value of the options is accounted as employee cost over the remaining vesting period.

The ESOP compensation cost is amortised on a straight-line basis over the total vesting period of the options. Accordingly, Rs. 1.96 Crore {net of recovery of Rs. 0.05 Crore from the subsidiaries} (Previous Year: Rs. 0.10 Crore net of recovery of Rs. 0.01 Crore from the subsidiaries) has been charged to the current year Profit and Loss Account.

b) Employee Stock Options Outstanding account Rs. 4.53 Crore (Previous Year: Rs. 2.51 Crore) and Deferred Employee Compensation account Rs. 0.39 Crore (Previous Year: Rs. 0.38 Crore).

3. i) Pursuant to the Composite Scheme of Arrangement (the Scheme) under Sections 391 and 394 of the Companies Act, 1956, with effect from 1st January, 2010 (the appointed date), Madura Garments Exports Limited (MGEL), MG Lifestyle Clothing Company Private Limited (MGCCPL) and domestic garment business of Peter England Fashions and Retail Limited (PEFRL) had been merged with the Company. The effective date of the Scheme was 22nd February, 2010.

ii) As consequence of the Scheme, the Company has issued and allotted to the preference shareholder(s) of PEFRL (other than the Company) one fully paid-up 6% Redeemable Preference Share of Rs. 100 each of the Company as fully paid-up for every one 6% Redeemable Preference Share of Rs. 100 each fully paid-up and held in PEFRL.

iii) In view of the aforesaid Scheme effective from 1st January, 2010, the previous year numbers are not comparable with current year.

III) Foreign Currency Loans have been fully hedged for foreign exchange and interest rate fluctuation by way of Currency and Interest Rate Swaps, Interest Swaps and Long Term Forward Contracts.

4. a) Book values of certain long term unquoted investments aggregating to Rs. 2,271.56 Crore (Previous Year: Rs. 2,311.47 Crore) are lower than its cost.

Considering the strategic and long-term nature of the aforesaid investments and asset base and business plan of the investee companies, in the opinion of the management, the decline in the book value of the aforesaid investments is of temporary nature, requiring no provision.

An amount of Rs. 19.95 Crore is lying in "Investment Reserve" is to be used to meet the diminution other than temporary, if any, that may arise in future, in the value of present and future long term strategic investments.

b) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms contained in their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Minacs Worldwide Ltd., Aditya Birla Minacs IT Services Limited and Madura Garments Lifestyle Retail Company Limited investments have also been provided to certain Banks for respective credit facilities extended by them.

c) Pursuant to the Shareholders' Agreement entered into with the Joint Venture partner, the Company has, in respect of Birla Sun Life Insurance Company Limited, agreed to infuse its share of capital from time to time to meet the solvency requirement prescribed by the regulatory authority.

5. a) Disclosure pursuant to Clause 32 of Listing Agreement

b) The Company is one of the Promoter Members of Aditya Birla Management Corporation Pvt. Limited, a company limited by guarantee which has been formed to provide a common pool of facilities and resources to its members, with a view to optimise the benefits of specialisation and minimise cost to each member. The Company's share of expenses under the common pool has been accounted for under the appropriate heads. Total outstanding receivable as on 31st March, 2011, is Rs. 3.12 Crore (Previous Year: Rs. 3.12 Crore).

Expenses towards gratuity and leave encashment provisions are determined actuarially on an overall Company basis at the end of each year and accordingly have not been considered in the above information. Employee Compensation under Employee Stock Option Scheme has also not been considered in the above information.

6. Disclosure in respect of Related Parties pursuant to Accounting Standard 18 – refer Annexure II.

7. For Derivative Information — refer Annexure III.

8. The Company has fertilisers bonds of Rs. 65.5 Crore received from the Ministry of Fertilisers, the Government of India against the outstanding amount of subsidy receivable, out of which bonds amounting to Rs. 20.30 Crore (Previous Year: Rs. 29.33 Crore) are outstanding at the year end. The market value of above bonds are lower than book value, therefore the diminution in the value of above bonds amounting to Rs. 0.47 Crore (Previous Year: Rs. 0.46 Crore) has been accounted under Miscellaneous Expenses. The aforesaid bonds have been classified as "Other Current Assets" in the financial statements.

9. Other Interest include Interest on Income Tax Refund of Rs. 0.92 Crore (Previous Year: Rs. 2.34 Crore).

10. In September 2005, the Company had purchased 37.18 Crore equity shares of IDEA Cellular Ltd. (IDEA) from M/s. AT&T Cellular Pvt. Ltd., Mauritius, and paid consideration of US$ 150 Million without deduction of tax at source after obtaining an order under Section 195(2) of the Income Tax Act from the Income Tax Department. The Deputy Director of Income Tax (International Taxation), (DDIT), Mumbai, has issued order under Section 163(1) of the Income Tax Act dated 25th March, 2009, treating the Company as an agent of New Cingular Wireless Services Inc. for the sale of shares of IDEA by its subsidiary AT&T Cellular Private Limited, Mauritius. The Company has challenged the order of DDIT before the appropriate authority and based on the opinion of Tax Expert, the Company is reasonably certain that no tax liability would devolve.

11. For additional information as required under paras 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 — refer Annexure IV.

12. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organisational structure as well as differential risk and returns of these segments.

Fashion and Lifestyle Branded Apparels and Accessories

Rayon Yarn Viscose Filament Yarn, Caustic Soda and Allied Chemicals

Carbon Black Carbon Black

Insulators Insulators

Textiles Spun Yarn and Fabrics

Agri-business Urea, Ammonia, Argon Gas, Pesticides and Seeds

The Company considers secondary segment based on revenues within India as Domestic Revenues and outside India as Export Revenues. Since assets are used interchangeably, carrying amount of assets and cost incurred during the year to acquire assets based on secondary segment have not been disclosed.

For Segment Information — refer Annexure V.

13. Figures of Rs. 50,000 or less have been denoted by ß.

14. Previous Year's figures have been regrouped/rearranged wherever necessary.

The Guidance Note on implementation of AS-15 (Revised), "Employee Benefits" issued by the ICAI states that Provident Fund set up the employers, which requires interest shortfall to be met by the employer, needs to be treated as defined benefits plan. The Company set up Provident Fund does not have existing deficit of interest shortfall. With regards to future obligations arising due to interest shortfall (i.e., government interest to be paid on the Provident Fund Scheme exceeding rate of interest earned on investment) pending issuance of the Guidance Note from Actuarial Society of India, the Company's actuary has expressed its inability to reliably measure the Provident Fund liability.

The Company contributes 12% of salary for all eligible employees towards Provident Fund managed either by approved trusts or by the Central Government.

a) List of Related Parties:

I. Parties where control exists — Subsidiaries:

1. Aditya Birla Financial Services Private Limited (ABFSPL)

1.1 Aditya Birla Capital Advisors Private Limited (ABCAPL)

1.2 Aditya Birla Customer Services Private Limited (ABCSPL)

1.3 Aditya Birla Trustee Company Private Limited (ABTCPL)

1.4 Aditya Birla Financial Shared Services Limited (ABFSSL)

1.5 Aditya Birla Money Limited (ABML)

1.5.i) Aditya Birla Commodities Broking Limited (ABCBL)

1.6 Aditya Birla Insurance Brokers Limited (ABIBL)

1.7 Aditya Birla Finance Limited (ABFL)

1.7.i) Aditya Birla Securities Private Limited (ABSPL)( w.e.f. 31st July, 2010)

1.8 Aditya Birla Money Mart Limited (ABMML)

1.8.i) Aditya Birla Money Insurance Advisory Services Limited (ABMIASL)

2. Aditya Birla Minacs Worldwide Limited (ABMWL)

2.1 Transworks Inc. (TW Inc.)

2.2 Aditya Birla Minacs Philippines Inc. (ABMPI)

2.3 AV TransWorks Limited (AVTL)

2.3.i) Aditya Birla Minacs Worldwide Inc. (ABMWI)

2.3.i(a) Aditya Birla Minacs BPO Limited (formerly known as Compass BPO Limited, U.K. (w.e.f. 9th March, 2010)

2.3.i(a)i) Compass BPO, Inc. (w.e.f. 9th March, 2010)

2.3.i(a)ii) Aditya Birla Minacs BPO Private Limited (formerly known as Compass Business Process Outsourcing Limited) (w.e.f. 9th March, 2010)

2.3.i(a)iii) Compass BPO FZe (w.e.f. 9th March, 2010 upto 24th February, 2011)

2.3.i(b) Minacs Worldwide SA de CV

2.3.i(c) The Minacs Group (USA) Inc.

2.3.i(c)i) Bureau of Collection Recovery, LLC (w.e.f. 2nd June, 2010)

2.3.i(d) Minacs Limited

2.3.i(d)i) Minacs Worldwide GmbH

2.3.i(d)i)a) Minacs Kft.

2.3.i(e) Bureau of Collections Recovery (BCR) Inc. (w.e.f. 4th March, 2011)

3. Aditya Vikram Global Trading House Limited (AVGTHL)

4. Birla Sun Life Insurance Company Limited (BSLICL)

5. ABNL Investment Limited (ABNLIL)

6. Madura Garments Lifestyle Retail Company Limited (MGLRCL)

7. Peter England Fashions and Retail Company Limited (PEFRL)

8. Indigold Trade and Services Limited (ITSL) (formerly known as Madura Garments International Brand Company Limited) (on becoming Associate, ceased to be an subsidiary w.e.f. 27th November, 2009 and again become subsidiary w.e.f. 30th June, 2010)

8.1 LIL Investment Limited (LIL) (w.e.f. 27th July, 2009 and on becoming Associate, ceased to be an subsidiary w.e.f. 27th November, 2009 and again became subsidiary w.e.f. 30th June, 2010)

9. Aditya Birla Minacs IT Services Limited (ABMITS) (formerly known as PSI Data Systems Limited)

9.1 Aditya Birla Minacs Technologies Limited (ABMTL) (formerly known as Birla Technologies Limited)

10. Shaktiman Mega Food Park Private Limited (w.e.f. 2nd December, 2010)

11. Madura Garments Exports Limited (MGEL) (merged with the Company w.e.f. 1st January, 2010)

12. Madura Garments Exports US, Inc. (ceased to be a Subsidiary from 9th February, 2010)

13. MG Lifestyle Clothing Company Private Limited (MGCCPL) (merged with the Company w.e.f. 1st January, 2010)

II. Joint Ventures:

1. Birla Sun Life Asset Management Company Limited (BSAMC) (Directly held by the Company till 22nd March, 2010, thereafter Joint Venture of ABFSPL)

2. Birla Sun Life Trustee Company Private Limited (BSTPL) (Directly held by the Company till 22nd March, 2010 thereafter Joint Venture of ABFSPL)

3. IDEA Cellular Limited

III. Associates:

1. Birla Securities Limited

2. Indigold Trade and Services Limited (formerly known as Madura Garments International Brand Company Limited) (w.e.f. 27th November, 2009, upto 29th June, 2010)

3. LIL Investment Limited (w.e.f. 27th November, 2009, upto 29th June, 2010)

IV. Key Management Personnel:

1. Dr. Bharat K. Singh — Managing Director (Upto 30th June, 2009)

2. Mr. Adesh Gupta — Whole-time Director (Upto 30th April, 2009)

3. Mr. K.K. Maheshwari — Whole-time Director (Upto 20th May, 2010)

4. Dr. Rakesh Jain — Managing Director

5. Mr. Pranab Barua — Whole-time Director (w.e.f. 1st May, 2009)

V. Relatives of Key Management Personnel:

1. Mrs. Usha Gupta (Wife of Mr. Adesh Gupta)

2. Mrs. Sharda Maheshwari (Wife of Mr. K.K. Maheshwari)


Mar 31, 2010

Rs. Crore

Current Year Previous Year

1. Contingent Liabilities not provided for:

a) Claims against the Company not acknowledged as debts

i) Income-tax 82.52 84.66

ii) Custom Duty 0.23 1.11

iii) Excise Duty 29.06 28.03

iv) Sales Tax 85.72 70.66

v) Service Tax 1.04 1.01

vi) Others 35.05 54.13

b) Bills discounted with Banks 66.16 50.17

c) Corporate Guarantees given to Banks for loans taken by subsidiaries 356.39 616.11

d) Corporate Guarantees given in connection with performance obligation of the subsidiaries 88.88 38.21

e) Customs Duty on capital goods and raw materials imported under advance licensing/EPCG scheme, against which export obligation is to be fulfilled 42.96 11.34

f) Under the Jute Packaging Material (Compulsory use of Packing Commodities) Act, 1987, a specified percentage of fertilisers dispatched was required to be supplied in jute bags upto 31st August, 2001. The unit made conscious efforts to use jute packaging material as required under the said Act. However, due to non- availability of material as per the unit s product specifications as well as due to strong customer resistance to use of jute bags, the specific percentage could not be adhered to. The unit has received a show cause notice, against which a writ petition has been filed with the Hon ble High Court, which is awaiting for hearing. The Jute Commissioner, Kolkata had filed transfer petition, various writ petitions has been filed in different High Courts have by other aggrieved parties, including the unit, before the Hon ble Supreme Court of India, praying for consolidation of all cases at one Court. The transfer petition is pending before the Hon ble Supreme Court. The unit has been advised that the said levy is bad in law.

g) Idea Cellular Ltd. (Idea), in which the Company currently has the largest shareholding, was originally a tripartite joint venture between A.V Birla Group, Tata Group and AT&T Group. With the exit of AT&T and the Tata Group, Idea is now part of A.V. Birla Group. Prior to its exit, Tata Group had alleged that the A.V. Birla Group had committed material breach of the Shareholders Agreements and the Tata Group invoked the arbitration clause, pursuant to which an Arbitral Tribunal has been constituted, which will be considering the claims of the Tata Group and the counter-claims of the A.V. Birla Group.

The Company believes that it has a strong case to counter the allegations of breach, and it does not contemplate any liability to arise on this matter.

2. a) In accordance with approval of the shareholders in the extra-ordinary general meeting of the Company held on June 17, 2009, the Company has, on a preferential basis, issued 1.85 Crore Warrants of Rs. 10/- each to the Promoter and/or Promoter Group at a price of Rs. 541.19. The holder of each Warrant is entitled to apply for and obtain allotment of 1 Equity Share against each Warrant at any time after the date of allotment but on or before the expiry of 18 months from the allotment in one or more tranches. The Company has received an amount of Rs. 250.30 Crore equivalent to 25% of the price and Rs. 324.71 Crore (net of receipt of Rs. 108.23 Crore received on allotment of warrant) on exercise of 80 Lacs Warrants of Rs. 10/- each by the Promoter Group. Total amount of Rs. 575.01 Crore received from the preferential allotment of the warrants has been fully utilised.

b) One of the Promoter Group, holding 1.88 Crore Warrants issued to it on a preferential basis on February 21, 2008, had informed the Company that it will not exercise the option of acquiring equity shares in respect of the above Warrants. Consequently, Rs. 377.41 Crore paid by the said Promoter Group Company, being 10% of the issue price, has been forfeited and transferred to capital reserves. Also the option attached to the aforesaid Warrants has been cancelled.

3. Pursuant to the Composite Scheme of Arrangement (the Scheme) under Sections 391 to 394 of the Companies Act, 1956, between Aditya Birla Nuvo Limited (the Company) and Madura Garments Exports Limited (MGEL), MG Lifestyle Clothing Company Private Limited (MGCCPL) and Peter England Fashions and Retail Limited (PEFRL), the wholly owned subsidiaries of the Company, MGEL and MGCCPL have been merged with the Company, and domestic garments business of PEFRL has demerged from PEFRL and merged with the Company with effect from January 01, 2010 (the Appointed Date), pursuant to the Order passed by the Hon ble High Court of Gujarat on January 28, 2010.

The effective date of the Scheme is February 22, 2010. MGEL was in the business of contract exports, MGCCPL was in the business of manufacturing of garments and PEFRL was in the business of retailing of branded garments.

In terms of the Scheme, all assets and liabilities of MGEL, MGCCPL and assets and liabilities of domestic garments business of PEFRL have been transferred and stand vested with the Company with effect from the Appointed Date at its respective book values on that date. MGEL, MGCCPL and domestic garments business of PEFRL carried on all its businesses and activities for the benefit of and in trust for, the Company from the Appointed Date. Thus, the profit or income accruing or arising to MGEL, MGCCPL and domestic garments business of PEFRL, or expenditure or losses arising or incurred by it from the Appointed Date have been treated as the profit or income or expenditure or loss, as the case may be, of the Company. The Scheme has accordingly been given effect to in these accounts.

A Amalgamation of MGEL and MGCCPL with the Company:

(i) The Company has accounted for the arrangement as amalgamation in the nature of merger as prescribed by Accounting Standard 14 – Accounting for Amalgamation (AS 14) issued by the Institute of Chartered Accountants of India (ICAI). Accordingly, all the assets and liabilities of MGEL and MGCCPL are recorded in the books of the Company at their book values as on the Appointed Date.

4 a) Market/Book Values of certain long term quoted investments aggregating to Rs. NIL (Previous Year: Rs. 453.10 Crore) and unquoted investments aggregating to Rs. 2,311.47 Crore (Previous Year Rs.: 1,779.38 Crore) are lower than its cost.

Considering the strategic and long-term nature of the aforesaid investments and asset base and business plan of the investee companies, in the opinion of the management, the decline in the market/book value of the aforesaid investments is of temporary nature, requiring no provision.

An amount of Rs. 19.95 Crore is lying in Investment Reserve is to be used to meet the diminution other than temporary, if any, that may arise in future, in the value of present and future long term strategic investments.

b) Transfer of investments in IDEA Cellular Ltd. (IDEA) and Birla Sun Life Insurance Co. Ltd. is restricted by the terms contained in their respective joint venture agreements. Non-disposal undertakings for IDEA, Aditya Birla Minacs Worldwide Ltd. (ABMWL), Aditya Birla Minacs IT Services Limited and Madura Garments Lifestyle Retail Company Limited investment have also been provided to certain Banks for respective credit facilities extended by them.

c) Pursuant to the Shareholders Agreement entered into with the Joint Venture partner, the Company has in respect of Birla Sun Life Insurance Company Limited agreed to infuse its share of capital from time to time to meet the solvency requirement prescribed by the regulatory authority.

5. Disclosure in respect of Related Parties pursuant to Accounting Standard 18 – refer Annexure II

6. For Derivative Information - refer Annexure III

7. In September 2005, the Company had purchased 37.18 Crore equity shares of IDEA Cellular Ltd. (IDEA) from M/s. AT&T Cellular Private. Ltd, Mauritius, and paid consideration of US$ 150 Million without deduction of tax at source after obtaining an order under Section 195(2) of the Income Tax Act from the Income Tax Department. The Deputy Director of Income Tax (International Taxation), DDIT, Mumbai, has issued order under Section 163(1) of the Income Tax Act dated March 25, 2009, treating the Company as an agent of New Cingular Wireless Services Inc. for the sale of shares of IDEA by its subsidiary AT&T Cellular Private Limited, Mauritius. The Company has challenged the order of DDIT before the appropriate authority and, based on the opinion of Tax Expert, the Company is reasonably certain that no tax liability would devolve.

8. During the previous year, the Company has received fertilisers bonds of Rs. 65.5 Crore from the Ministry of Fertilisers, the Government of India, against the outstanding amount of subsidy receivable, out of which bonds amounting to Rs. 29.33 Crore (Previous Year: Rs. 37.45 Crore) are outstanding at the year end. The market value of the above bonds are lower than the book value, therefore the diminution in the value of above bonds amounting to Rs. 0.46 Crore (Previous Year: Rs. 5.11 Crore) has been accounted under Miscellaneous Expenses. The aforesaid bonds have been classified as “Other Current Assets” in the Financial Statements.

9. Other Interest include Interest on Income Tax Refund of Rs. 2.34 Crore (Previous Year: Rs. 4.57 Crore).

10. For additional information as required under paras 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 - refer Annexure IV.

11. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS17), taking into account the organisational structure as well as differential risk and returns of these segments.

Garments Branded Apparels and Accessories, Contract Exports

Rayon Yarn Viscose Filament Yarn, Caustic Soda and Allied Chemicals

Carbon Black Carbon Black

Insulator Insulators

Textiles Spun Yarn and Fabrics

Fertilisers Urea, Ammonia, Argon Gas, Pesticides and Seeds

Financial Services Corporate Finance, Syndication and Distribution

The Company considers secondary segment based on revenues within India as Domestic Revenues and outside India as Export Revenues. Since assets are used interchangeably, carrying amount of assets and cost incurred during the year to acquire assets based on secondary segment have not been disclosed. For Segment Information - refer Annexure V

12. Figures of Rs. 50,000 or less have been denoted by P

13. Previous year s figures have been regrouped/rearranged wherever necessary.

a) List of Related Parties:

Parties where control exists — Subsidiaries:

Aditya Birla Financial Services Private Limited (ABFSPL) (w.e.f. November 4, 2008)

Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSPL) (w.e.f. November 4, 2008)

Aditya Birla Customers Services Private Limited (ABCSPL) (Subsidiary of ABFSPL) (w.e.f. December 11, 2008)

Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFSPL) (w.e.f. November 4, 2008, and ceased to be a Subsidiary w.e.f. March 13, 2009)

Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSPL) (w.e.f. November 28, 2008)

Aditya Birla Financial Shared Services Limited (ABFSSL) (Subsidiary of ABFSPL) (w.e.f. June 19, 2008)

Aditya Birla Money Limited (ABML) (formerly known as Apollo Sindhoori Capital Investments Limited) (Subsidiary of ABFSPL) (w.e.f. March 6, 2009)

Aditya Birla Commodities Broking Limited (ABCBL) (formerly known as Apollo Sindhoori Commodities Trading Limited) (100% Subsidiary of ABML) (w.e.f. March 6, 2009)

Birla Insurance Advisory & Broking Services Limited (50.01% Subsidiary of ABFSPL)

Aditya Birla Money Mart Limited (ABMML) (formerly known as Birla Sun Life Distribution Company Limited) (w.e.f. March 31, 2009)

Aditya Birla Money Insurance Advisory Services Limited (formerly known as BSDL Insurance Advisory Services Limited) (100 % Subsidiary of ABMML)

Aditya Birla Minacs Worldwide Limited (ABMWL)

Transworks Inc. (TW Inc.) (100% Subsidiary of ABMWL)

Aditya Birla Minacs Philippines Inc. (ABMPI) (100% Subsidiary of ABMWL)

AV Transworks Limited (AVTL) (100% Subsidiary of ABMWL)

Aditya Birla Minacs Worldwide Inc. (ABMWI) (100% Subsidiary of AVTL) (formerly known as Minacs Worldwide Inc.)

Compass BPO Limited, U.K. (Subsidiary of ABMWI) (w.e.f. March 9, 2010)

Compass BPO, Inc., U.S.A (w.e.f. March 9, 2010)

Compass Business Process Outsourcing Private Limited, India (w.e.f. March 9, 2010)

Compass BPO FZE, U.A.E. (w.e.f. March 9, 2010)

Minacs Worldwide SA de CV (100% Subsidiary of ABMWI)

Minacs Group (USA) Inc. (100% Subsidiary of ABMWI)

Minacs Limited (100% Subsidiary of ABMWI)

Minacs Worldwide GmbH (100% Subsidiary of Minacs Limited)

Minacs Kft. (100% Subsidiary of Minacs GmbH)

Aditya Vikram Global Trading House Limited (AVGTHL)

Aditya Birla Finance Limited (ABFL) (formerly known as Birla Global Finance Company Limited)

Birla Sun Life Insurance Company Limited (BSLICL)

ABNL Investment Limited (ABCL) (formerly known as Laxminarayan Investment Limited)

Madura Garments International Brand Company Limited (MGIBCL) (on becoming Associate, ceased to be an Subsidiary w.e.f. November 27, 2009)

LIL Investment Limited (w.e.f. July 27, 2009, and on becoming Associate, ceased to be a Subsidiary w.e.f. November 27, 2009)

Madura Garments Exports Limited (MGEL) (merged with the Company w.e.f. January 1, 2010)

Madura Garments Exports US, Inc. (ceased to be a Subsidiary from February 9, 2010) Madura Garments Lifestyle Retail Company Limited (MGLRCL)

MG Lifestyle Clothing Company Private Limited (MGCCPL) (merged with the Company w.e.f. January 1, 2010)

Peter England Fashions and Retail Limited (PEFRL)

Aditya Birla Minacs IT Services Limited (ABMITS) (formerly known as PSI Data Systems Limited)

Birla Technologies Limited (100% Subsidiary of ABMITS)

Joint Ventures:

Birla Sun Life Asset Management Company Limited (BSAMC) (directly held by the Company till March 22, 2010, thereafter Joint Venture of ABFSPL)

Birla Sun Life Trustee Company Private Limited (BSTPL) (directly held by the Company till March 22, 2010, thereafter Joint Venture of ABFSPL)

Birla Sun Life Distribution Company Limited (BSDL) (on becoming Subsidiary, ceased to be Joint Venture w.e.f. March 31, 2009)

IDEA Cellular Limited (31.78% upto August 12, 2008; 27.02% upto February 28, 2010, and thereafter 25.38%)

Associates:

Birla Securities Limited

Madura Garments International Brand Company Limited (MGIBCL) (w.e.f. November 27, 2009)

LIL Investment Limited (w.e.f. November 27, 2009)

Key Management Personnel and their relatives and enterprises having common Key Management Personnel:

Dr. Bharat K. Singh – Managing Director (Upto 30th June, 2009)

Mr. Adesh Gupta – Whole-time Director (Upto 30th April, 2009)

Mr. K. K. Maheshwari – Whole-time Director

Dr. Rakesh Jain – Managing Director

Mr. Pranab Barua – Whole-time Director (w.e.f. 1st May, 2009)

Mr. Vikram Rao – Whole-time Director (Upto 31st January, 2009)

Relatives of Key Management Personnel:

Mrs. Usha Gupta (Wife of Mr. Adesh Gupta) (Upto 30th April, 2009)

Mrs. Sharda Maheshwari (Wife of Mr. K. K. Maheshwari)

Mrs. Vidya Rao (Wife of Mr. Vikram Rao) (Upto 31st January, 2009)