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Directors Report of Century Textiles & Industries Ltd.

Mar 31, 2015

Dear Shareholders,

We are pleased to present the 118th Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2015. A summary of the financial results is given below. The performance of the Company during the year has been adversely affected due to higher input costs on the one hand and pressure on selling prices on the other, because of demand recession. Labour relations at all the plants are cordial and an atmosphere of mutual trust and confidence prevails.

1. SUMMARISED FINANCIAL RESULTS:

(Rs in crore) 2014-15 2013-14

Earnings before finance cost, tax, depreciation and amortisation

(EBITDA) 700.14 745.42

Less: Finance Cost 484.62 362.80

Profit after Finance Cost 215.52 382.62

Less: Depreciation 249.21 354.62

Profit before tax -33.69 28.00

Less: (Excess) / Short Provision for 1.41 1.41 tax adjustments in respect of earlier years (Net)

Deferred Tax Debit / (Credit) (50.59) 49.18 23.87 25.28

Net Profit 15.49 2.72

Add:

Balance brought forward 137.31 197.58

Available Profit dealt with as under 152.80 200.30

Transfers & Appropriations:

Proposed Equity Dividend 55.83 51.18

Tax on proposed equity dividend 11.37 9.09

Transitional effects on revision o f depreciation on useful life of assets in accordance with Schedule II of the Companies Act, 2013 22.34 -

Debenture Redemption Reserve 15.49 2.40

General Reserve - 0.32

Balance carried forward 47.77 137.31

152.80 200.30

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors'' Report) based on the reports of the Wholetime Director of the Company and the Senior President/CEO of each of the units of the Company.

2. DIVIDEND:

The Board of Directors has recommended a dividend of 55% i.e. Rs. 5.50 (Rupees five and paise fifty) per share of the face value of Rs. 10/- each for the approval of the shareholders. Last year the dividend was paid at the same rate. This dividend will be paid when declared by the shareholders in accordance with law out of accumulated profits and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax plus applicable surcharge and education cess on the dividend which amounts to 20.36% approximately.

3. SHARE CAPITAL:

During the year, the Company has allotted warrants to promoters on preferential basis aggregating to 1,86,50,000 warrants at the rate of Rs. 354.89 per warrant. Out of 1,86,50,000 warrants allotted, the allottees have exercised their right for conversion in respect of 84,70,000 warrants into the equal number of equity shares of the face value of Rs. 10/- each fully paid up of the Company. Accordingly, paid up equity share capital of the Company as on 31.03.2015 stands increased from Rs. 93.04 crore to Rs. 101.51 crore. For balance 1,01,80,000 warrants, rights of conversion can be exercised on or before 18th December, 2015.

4. EXPORTS:

The total exports of the Company amounted to Rs. 589 crore (Previous year Rs. 529 crore) representing about 8 percent of the net sales.

5. EXPANSION & MODERNISATION:

a) Rayon, Tyre Cord & Chemicals

Out of twelve new CSY machines, order for which was placed earlier, four machines have been commissioned in March 2015 and remaining eight machines will be commissioned in the second half of this financial year.

A doubling and twisting unit of 90 Tons per month capacity was commissioned in December 2014 which will be enhanced to 150 Tons per month by September 2015.

Additional capacity for production of Zero twist Rayon Tyre Yarn is likely to be commissioned by September 2015.

b) Cement

Manikgarh Cement Expansion - 2.8 Million tpa 60 MW Captive Thermal Power Plant - Gadchandur, Maharashtra

Manikgarh Cement unit II has been commissioned during the month of September, 2014 and the plant is now running at optimum level.

Company''s total cement manufacturing capacity now stands increased from 10 million tonnes per annum to 12.8 million tonnes per annum.

c) General

Modernisation & Technological upgradation programmes continue at all the units of the Company to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed. Special emphasis is being given to water and energy conservation.

6. LAND DEVELOPMENT AT WORLI, MUMBAI:

Construction of an office building (Birla Aurora) adjacent to Century Bhavan, the Registered Office of the Company, has been completed and occupation certificate has been received. Further, construction of another office building and retail food plaza on Century Mill land at Worli is nearing completion and occupation certificate has to be obtained. Office building Birla Aurora has been partially leased and in view of adverse leasing market, it is expected to be leased fully gradually. Negotiations with potential tenants for leasing of buildings at Century Mill land are in progress.

7. GLOBAL DEPOSITORY RECEIPT (GDR):

In view of very thin trading volume in respect of Global Depository Receipts (GDRs) issued by the Company in the year 1994 and very few GDRs remaining outstanding, it was decided to terminate the GDRs and consequently the listing at Luxembourg Stock Exchange. Accordingly, the GDRs have been terminated and in respect of outstanding GDRs, the underlying shares have been dealt with in accordance with Deposit Agreement with the Depository viz. Citibank N.A., New York and there are no GDRs outstanding as on today as far as the Company is concerned.

8. DIRECTORS:

(a) The Directors express their profound sorrow at the sad demise of Smt. Saraladevi Birla, on 28th March, 2015, their erstwhile colleague and wife of Chairman, Shri B.K. Birla, who was an educationist apart from being an ardent philanthropist, and place on record their deep sense of appreciation for the valuable services rendered by her during her association as a Director of the Company prior to her demise,

(b) Smt. Rajashree Birla has been appointed as an Additional Director of the Company pursuant to the provisions of Article 110 of the Articles of Association of the Company. Smt. Birla has been associated for a long period with the industrial family of Birlas and already on the Board of many large companies and thus has vast experience in the industrial field which will be beneficial to the Company. This will also fulfil the requirement of having a woman Director on the Board of Directors under the Companies Act, 2013. She will hold office upto the date of the forthcoming Annual General Meeting and being eligible, offers herself for being appointed as a Director of the Company, liable to retire by rotation,

(c) Shri Amal Ganguli resigned from the Board of Directors of the Company with effect from 4th November, 2014. The Directors place on record their deep sense of appreciation for the valuable services rendered by Shri Amal Ganguli during his long tenure of about 10 years as a Director of the Company.

(d) Under Article 130 of Articles of Association of the Company, Shri B.K. Birla retires by rotation and being eligible, offers himself for re-election,

(e) Shri Sohanlal K. Jain, an eminent Advocate, has been appointed as an Independent Director on the Board of the Company pursuant to provisions of Article 110 of the Articles of Association of the Company and section 161 of the Companies Act, 2013. The advantage of his vast experience is available for the benefit of the Company. The requisite resolution for approving the appointment of Shri S. K. Jain as an independent director of the Company is being placed before the members at the 118th annual general meeting of the Company.

(f) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non- independent Directors was also carried out by the Independent Directors at their seperate meeting. The Directors expressed their satisfaction with the evaluation process.

(g) Meetings

During the year five Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013,

9. AWARDS:

Various Divisions of the Company have received notable awards as mentioned below:-

(a) Rayon, Tyre Cord & Chemicals:

- Century Rayon won the 15th Annual Greentech Environment Award, Gold Category in Textile Sector at the 15th Annual Greentech Environment & CSR Award 2014, held at Kolkata for achievement in Corporate Environment Protection Responsibility.

- ICC Award for Excellence in Energy Conservation & Management for 2013.

- Quality Circles participated in National Convention on Quality Concepts-2015 held in Pune and won Par Excellence & Excellence award.

(b) Century Cement:

- First prize for "Electrical Installation" for the limestone mines from the Directorate General of Mines Safety, Bilaspur & Raigarh Region.

(c) Maihar Cement:

- Unit''s UTKARSH quality circle and PARIVARTAN quality circle both have won PAR excellence quality circle award in the "National convention on Quality concepts" held at Pune in December, 2014.

- First Prize in the "Afforestation", "Top Soil Management", "Publicity & Propaganda" and "Water Quality" for its mines from the Indian Bureau of Mines, Jabalpur Region.

(d) Manikgarh Cement:

- First prize in the "House Keeping, Provision of Welfare, Vocational Training & Publicity and Propaganda Facilities" for its limestone mines from the Directorate General of Mines Safety, Western Zone, Nagpur Region.

- First prize in the "Overall Performance", "Noise Vibration Control and Aesthetic Beauty", "Waste Dump Management" and "Top Soil Management" for its limestone mines from the Indian Bureau of Mines, Nagpur, Madhya Pradesh & Maharashtra Region.

(e) Century Pulp & Paper:

- Century Pulp & Paper participated in 96th and 97th Agro-Industrial Exhibition organised and held at G B Pant University of Agriculture and Technology and has been adjudged First. This was consecutively seventh time to remain adjudged First.

10. AUDITORS:

M/s. Dalal & Shah, Chartered Accountants (Firm Registration Number: 102021W), who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Dalal & Shah that their appointment, if made, would be in conformity with the limits specified in the said Section.

11. AUDITORS'' REPORT:

The Auditors'' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

12. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of various activities are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of Cement, Paper and Textile products of the Company on a remuneration of Rs. 2.95 lacs and appointed Shri M.R. Dudani, Cost Accountants, to audit the cost accounts of Rayon & Chemicals products on a remuneration of Rs. 2.08 lacs for the year 2015-16. The cost audit report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on 6th September, 2014. M/s R. Nanabhoy & Co., Cost Accountants, were nominated as the Company''s Lead Cost Auditor.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking member''s ratification for remuneration payable to M/s. R. Nanabhoy & Co. and Shri M.R. Dudani, Cost Auditors, is included in the Notice convening the Annual General Meeting of the Company.

13. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Gagrani & Gagan, a firm of Company Secretaries in practice (C.P. No. 1388) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as ''Annexure -I'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

14. FIXED DEPOSITS:

During the year, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. Prior to 1st April, 2015 the Company has repaid all the deposits accepted by it from employees of the Company upto 31st March, 2014.

15. LOANS, GUARANTEES AND INVESTMENTS:

It is the Company''s policy not to give loans, directly or indirectly, to any person or other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The details of the investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2015 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. KEY MANAGERIAL PERSONNEL:

During the year, Shri R.K. Dalmia who is already Senior President of the Textile Division of the Company was appointed Chief Financial Officer (CFO) of the Company. Shri D.K. Agrawal and Shri B.L. Jain, Secretary and Whole-time Director respectively were appointed as such before the Companies Act, 2013 came into force and they are also Key Managerial Personnel of the Company.

18. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

19. AUDIT COMMITTEE & RISK MANAGEMENT:

The Audit Committee was constituted by the Board at its meeting held on 27th May, 2000. The Committee now comprises of Shri Yazdi P. Dandiwala as Chairman and Shri Pradip Kumar Daga, Shri Rajan Dalal and Shri Sohanlal K. Jain as Members. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on an arm''s length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism for Directors and Employees to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of company''s policies or rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected or likely to be affected and formally reported by whistle blowers. The Policy provides that all Protected Disclosures can be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee / Wholetime Director / Chairman in exceptional cases. All protected disclosures under this policy will be recorded and thoroughly investigated. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. The details of the vigil mechanism are also available on the Company''s website www.centurytextind.com

RISK MANAGEMENT

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures. Further, in accordance with Clause 49 of the Listing Agreement, a risk management Committee has also been formed which also oversees the risk management of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

A Corporate Social Responsibility Committee was constituted consisting of Shri Pradip Kumar Daga, Shri B. L. Jain, Shri Yazdi P. Dandiwala and Shri Rajan Dalal as members of the Committee.

Due to average net profit of last three years being negative, your Company is not required to spend any amount of CSR activities during the year under review.

The Committee met only once during the year to finalise the Corporate Social Responsibility Policy. The annual report on CSR containing the particulars specified in the Annexure to the Companies (CSR Policy) Rules, 2014 is annexed as ''Annexure-II'' and forms a part of this Report to the Directors.

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes into account guidelines and statements issued by stakeholder representatives and other regulatory bodies.

21. NOMINATION AND REMUNERATION COMMITTEE:

A Nomination and Remuneration Committee was constituted in place of earlier Remuneration Committee and presently the members of the Committee are Shri Pradip Kumar Daga as Chairman, Shri B. K. Birla, Shri Yazdi P. Dandiwala, Shri Rajan Dalal and Shri Sohanlal K. Jain as Members.

The Company''s Remuneration Policy is attached as ''Annexure-III'' and forms a part of this Report of the Directors.

22. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Company''s Solicitors, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provides the legal services required by the Company from time to time. The transactions with the said firm are on an arm''s length basis and in the ordinary course of business. Shri Yazdi P. Dandiwala, one of the Directors of the Company is a Senior Partner in the said firm of Solicitors.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. However, pursuant to a complaint filed before the Competition Commission of India (CCI) by the Builders Association of India against some of the cement manufacturers including the Company, the CCI had in June 2012 held that the cement manufacturers had contravened the provisions of Section 3(3)(a) and 3(3)(b) read with Section 3(1) of the Competition Act, 2002. The CCI had accordingly imposed a penalty on the cement manufacturers aggregating Rs.6300 crore. The penalty imposed on the Company is Rs. 274.02 crore. The cement manufacturers, including the Company has filed an Appeal before the Competition Appellate Tribunal (COMPAT) and the matter is sub-judice. COMPAT has directed the cement manufacturers including the Company to deposit 10% of the penalty amount. Accordingly, the Company has deposited Rs. 27.40 crore in the form of a bank fixed deposit with a lien in favour of COMPAT. Based on expert legal advice, the Company believes that it has a good case and expects a favourable decision in the appellate proceedings.

24. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors under sub-section (7) of Section 149 of the Companies Act, 2013.

25. INTERNAL FINANCIAL CONTROL:

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

26. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure-IV''.

28. ENVIRONMENT AND POLLUTION CONTROL:

Top priority continues to be given to preservation of the environment by all the units of the Company. To combat pollution and strengthen the area ecology, considerable emphasis is placed on plantation of fragrant and shady trees. We are cautious of preserving water through recycling and rainwater harvesting to the extent possible. All manufacturing facilities possess the required environmental clearance from the respective Pollution Control Boards and do comply with the relevant legislation.

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programmes.

29. PARTICULARS OF EMPLOYEES:

a) The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure-V'' and forms a part of this Report of the Directors,

b) 26 persons employed throughout the year, were in receipt of remuneration of Rs. 60 lac per annum or more amounting to Rs. 28.77 crore and 27 employees employed for the part of the financial year 2015 were in receipt of remuneration of Rs. 5 lac per month or more amounting to Rs. 11,88 crore,

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31st March, 2015 is given in the separate Annexure of this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registeted Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 118th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

30. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''Annexure-VI''.

31. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto.

32. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Registered Office: Century Bhavan, Dr. Annie Besant Road, Worli, Mumbai - 400 030

Dated: 5th May, 2015 On behalf of the Board, B. K. BIRLA Chairman


Mar 31, 2013

Dear Shareholders,

The have pleasure in presenting the 116th Annual Report of the Company along with the audited statements of account for the year ended 31st March, 2013. The financial results are shown below. The earnings of the Company, before interest, tax and depreciation, have improved by about 33% as compared to the previous year. However, on account of heavy interest burden and higher depreciation, there is a net loss of about Rs.35 crore. Labour relations at all the plants are cordial and an atmosphere of mutual trust and faith prevails.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. in crore)

2012-13 2011-12

Earnings before interest, tax, depreciation and amortisation 604.69 452.75

(EBITDA)

Less:

Interest 319.95 172.08

Profit after interest, VRS payments, ex-gratia / 284.74 280.67 compensation

Less:

Depreciation 355.951 258.12

(Excess) / Short Provision for tax adjustments in respect of earlier years (Net) (16.90) 1 1.62

Deferred Tax Credit (19.82) (1.20)

319.23 258.54

Net Profit / (Loss) (34.49) 22.13

Add: Balance brought forward 291.55 335.90

Available Profit dealt with as under 257.06 358.03

Transfers & Appropriations:

Proposed Equity Dividend 51.18 51.18

Tax on proposed equity dividend 8.30 8.30

General Reserve 0.00 7.00

Balance carried forward 197.58 291.55

257.06 358.03

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors'' Report) based on the reports of the Whole-time Director of the Company and Senior President of each of the units of the Company.

2. DIVIDEND:

The Board of Directors has recommended a dividend of Rs.5.50 (Rupees five and paise fifty) per share of Rs.10/- each equivalent to 55% (fifty five percent) on the paid up equity share capital of the Company for the financial year ended 31.03.2013 which is the same as paid in the previous year on the equity shares of Rs.10/- each. This dividend will be paid when declared by the shareholders in accordance with law out of accumulated profits lying to the credit of Profit & Loss account and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess on the dividend.

3. EXPORTS:

The total exports of the Company amounted to Rs.415 crore (Previous year Rs.367 crore) representing about 7 percent of the net sales.

4. eXpaNSIoN & MoDerNISaTIoN:

a) Rayon, Tyre Cord & Chemicals

Three additional Pot Spun Yarn (PSY) spinning machines with balancing equipment in spin bath and four Continuous Spun Yarn (CSY) spinning machines are expected to be commissioned by June, 2013 and additional six CSY machines by March, 2014. After such commissioning, the capacity of PSY & CSY will increase by about 1800 tonnes per year. These additions will be at an estimated investment of about Rs.62 crore.

b) Cement

Sonar Bangla Cement - Grinding Unit - 1.5 Million tpa - Sagardighi, Dist. Murshidabad (West Bengal)

Out of two cement mills, one cement mill has been commissioned in February, 2013 and after successful trial runs, commercial production and despatches have commenced in March, 2013. Erection of another cement mill has been completed and expected to be commissioned by July, 2013.

Manikgarh Cement Expansion - 2.8 Million tpa 60 MW Captive Thermal Power Plant - Gadchandur, Maharashtra

The work schedule of civil construction activities at Manikgarh cement expansion was adversely affected due to incessant rains in 2012. An acute shortage of natural sand has also delayed progress of the project work. Civil and structural work is expected to be completed by October, 2013. Mechanical erection work is simultaneously in progress.

The Company will be installing a captive thermal power plant of 60 MW capacity, compared to 40 MW earlier planned, which is more economical in terms of operating cost and sufficient to meet the requirement for both existing capacity and the proposed cement plant expansion.

Environment clearance from Ministry of Environment and Forests for the 60 MW captive thermal power Plant has been obtained.

Manikgarh Cement Unit II is expected to be operational by March, 2014.

After the proposed expansion, the Company''s total cement manufacturing capacity will stand increased to 12.8 million tonnes per annum.

c) General

Modernisation and technological upgradation programmes continue at all the units of the Company to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed.

5. LAND DEVELOPMENT AT WORLI, MUMBAI:

Construction of an office building adjacent to Century Bhavan, the Registered Office of the Company and another building with a retail plaza on Century Mill''s land at Worli, Mumbai, both meant for leasing, are expected to be completed during the current year. Discussions with potential tenants for leasing of both buildings are in progress.

6. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

7. AWARDS:

Various Divisions of the Company have received various notable awards as mentioned below:-

a) Rayon, Tyrecord and Chemicals:

* The Unit''s Four Quality Circles Kohinoor, Swastik, Progressive & Sanghrachna won the Gold Trophy at a Convention of Quality Circle-2012 held at Hyderabad.

b) Century Cement:

* First prize for "Overall Performance", "Standard of Working", "Environment Management & Pollution Control", "Electrical Installation and Exhibition Stall" for the limestone mines from the Director General of Mines Safety, Bilaspur and Raigarh Region.

* First prize for "Water Quality Management" for the limestone mines from the Indian Bureau of Mines, Nagpur Region (Chhattisgarh State).

c) Maihar Cement:

* First prize for "Standard of Working" and "Use of Explosives and Dust Suppression" for the limestone mines from the Directorate General of Mines Safety, Jabalpur Region.

* First prize in "Water Quality Management" for the limestone mines from the Indian Bureau of Mines, Jabalpur Region.

d) Manikgarh Cement:

* First Prize in the "House Keeping and Provision of Welfare Facilities", "Transport in Mines and Dust Suppression" and "Exhibition Stall" for its limestone mines from the Directorate General of Mines Safety, Western Zone, Nagpur Region.

* First Prize in the "Afforestation" for its limestone mines from the Indian Bureau of Mines, Nagpur Region.

8. ENVIRONMENT AND POLLUTION CONTROL:

Top priority continues to be given to the preservation of the environment by all units of the Company. To combat pollution and strengthen and support the ecology, considerable emphasis by the Company is given to the plantation of fragrant and shady trees.

The Company is continuously striving to combat pollution and create a healthier environment. Maintenance of assets and improvement of their performance is given top priority. In this context, all pollution abatement facilities such as effluent treatment plants and waste disposal facilities are maintained and operated in line with the industry''s best practices.

9. DIRECTORS:

Under Article 130 of the Articles of Association of the Company, Shri B.K. Birla and Shri Arvind C. Dalal retire by rotation and being eligible, offer themselves for re-election.

10. AUDITORS:

The retiring Auditors, M/s. Dalal & Shah, Chartered Accountants (Firm Registration Number: 102021W), are eligible for re-appointment and have expressed their willingness to accept re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be approved by the members and their remuneration has to be fxed.

11. AUDITORS'' REPORT:

The Auditors'' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

12. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) the Directors have followed appropriate 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 at the end of the financial year and of the loss of the Company for that year;

iii) the Directors have taken proper and sufficient care to ensure 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, if any;

iv) the Directors have prepared the annual accounts on a going concern basis.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ForeIgN eXCHaNge earNINgS aND oUTgo:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure ''A'' and forms part of this Report.

15. 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, as required by the provisions of clause (b)(iv) in the proviso to sub-section (1) of Section 219 of the Companies Act, 1956, the Report and accounts as set out therein, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company, and the same will be forwarded to him by post.

16. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2013 is annexed hereto.

17. APPRECIATION:

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company, who have contributed to the performance and the Company''s continued inherent strength. It also extends its gratitude to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for the support extended to the Company from time to time. Shareholders'' appreciation of the management''s efforts expressed at the general meetings of the Company and otherwise, is a great fillip in the untiring effort for better performance year after year.

Registered Office: On behalf of the Board, Century Bhavan,

Dr. Annie Besant Road, B.K. BIrla

Worli, Mumbai - 400 030 Chairman

Dated: 15th May, 2013


Mar 31, 2012

We have pleasure in presenting the 115th Annual Report of the Company along with the audited statements of account for the year ended 31st March, 2012. The financial results are shown below. The performance of the Company during the year was not satisfactory because of adverse market conditions prevailing in all business segments coupled with higher input costs and increasing interest rates. Labour relations at all the plants are cordial and an atmosphere of mutual trust and faith prevails.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. in Crore)

2011-12 2010-11

Profit after interest, VRS payments, gratuity, ex-gratia / 280.67 582.86 compensation etc.

Less:

Depreciation 258.12 239.66

Provision for taxation 1.62 93.11

Deferred Tax Debit/(Credit) (1.20) 258.54 12.60 345.37

Net Profit 22.13 237.49

Add:

Balance brought forward 335.90 307.89

Available Profit dealt with as under 358.03 545.38

Transfers & Appropriations:

Proposed Equity Dividend 51.18 51.18

Corporate Dividend Tax 8.30 8.30

General Reserve 7.00 150.00

Balance carried forward 291.55 335.90

358.03 545.38

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors' Report) based on the reports of the Wholetime Director of the Company and Senior President of each of the units of the Company.

2. DIVIDEND:

The Board of Directors has recommended a dividend of Rs.5.50 (Rupees five and paise fifty) per share of Rs.10/- each equivalent to 55% (fifty five percent) on the paid up equity share capital of the Company for the year ended 31.03.2012 which is the same as paid in the previous year on the equity shares of Rs.10/- each. This dividend will be paid when declared by the shareholders in accordance with law from current profits and out of accumulated profits to the extent required lying to the credit of Profit & Loss account and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess, aggregating about 16.22% on the dividend.

3. EXPORTS:

The total exports of the Company amounted to Rs.367 crore (Previous year Rs.366 crore) representing about 8 percent of the net sales.

4. EXPANSION & MODERNISATION:

a) Cement

At Sonar Bangla Cement, extensive piling work on account of soil conditions was carried out and 80% of the civil work has been completed. Poor road conditions have resulted in longer lead times for inland transportation of over- dimensional cargo. Erection of the wagon tippler, cement mill, packing plant and 132 KV sub-station has started. Heavy absenteeism and non-availability of the required numbers of skilled labour in north Bengal have caused delays in the progress of civil / mechanical work.

Civil work for Manikgarh Cement Unit-II has started, but it faces various challenging conditions such as delays in getting forest clearance, rocky terrain and the need to cut through hilly topography for installing the pipe conveyor and building civil structures, which have affected adversely the finalization of drawings for necessary plant site arrangements.

The Sonar Bangla Cement Grinding Unit and Manikgarh Cement Unit II are expected to be operational by March, and September 2013 respectively.

After expansion, the Company's total cement manufacturing capacity will stand increased to 12.8 million tonnes per annum.

b) Pulp and Paper

The Fibre Line (Pulp Plant) with a capacity of 1.62 lac tonnes per annum and Multilayer Packaging Board Plant with a capacity of 1.8 lac tonnes per annum at Lalkua, Nainital (Uttarakhand) have started production and the quality of the production at each facility is expected to be stabilized in course of time. Further, the 43 M.W. turbine is also now in operation.

The upgradation of the paper machine based on recycled pulp is in progress. The installation of the A-4 cutter for copier paper has been completed. Orders have been placed for the necessary plant and machinery to increase the bagasse pulping capacity by 23,400 tonnes per annum by installing a continuous digester and carrying out modifications in the existing plant and the work is likely to be completed before the end of the current financial year.

c) General

Modernisation and technological upgradation programmes continue at all the units of the Company to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed.

5. LAND DEVELOPMENT AT WORLI, MUMBAI:

In view of procedural delays in getting various permissions and approvals from regulatory authorities, the construction work of an office building adjacent to Century Bhavan, the Registered Office of the Company, and another office building with entry plaza on Century Mill's land at Worli, Mumbai, both meant for leasing, continues but, regrettably, at a slow pace. Necessary efforts are being made to complete these buildings as early as possible.

6. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

7. GENERAL - AWARDS, SPORTS & WELFARE ACTIVITIES:

Various Divisions of the Company have received awards for environmental excellence, efficiency in energy consumption, providing a safe working environment etc. Some notable awards are mentioned below:-

a) Rayon, Tyrecord and Chemicals:

* The Unit's Quality Circle "Swastik" has won the 'Par Excellence' Award and "Progressive" has won the "Excellence' award in the National Convention for Quality Concepts - 2011 held at Secunderabad in December, 2011.

* 2 students of our Century School were the Mega Prize winners in Navneet Art Competition.

* Birla School has obtained ISO 9001-2008 Certification and is in the process of obtaining NABET Accreditation.

* Birla College of Arts, Science & Commerce, Kalyan won the IMC Ramkrishna Bajaj National Quality (IMC RBNQ Performance Excellence) Awards 2011 in Education.

b) Century Cement:

* First prize for "Overall Performance", "Standard of Working", "Publicity & Propaganda" and "Use of Explosives" for the limestone mines from the Director General of Mines Safety, Bilaspur & Raigarh Region.

* First prize for "Water Quality Management" for the limestone mines, from Indian Bureau of Mines, Nagpur Region (Chhattisgarh State).

* Federation of Indian Mineral Industries (FIMI)'s National Environment Award (Gem Granite Environment Award) for the year 2010-11 for the limestone mines.

* Six students of our school (2 each in basketball & football and 1 each in netball & volleyball) had participated in national tournaments. One of them, received the silver medal in netball and another has been selected for trials for the selection of the Indian team in basketball.

c) Maihar Cement :

* First prize for "Standard of Workings", "Electrical Installations & Ore Handling Plant" and "Fire Safety Provision

& Organisation" etc. for the limestone mines, from the Director General of Mines Safety, Jabalpur Region.

* First prize for "Afforestation" and "Air Quality Management" for the limestone mines, from Indian Bureau of Mines, Jabalpur Region.

* Miss Gyanshri Shukla and Miss Nadira Beig Siddiqui, students of class VI and VIII respectively of our school received the gold medals in the "Akhil Bhartiya Rashtra Bhasha Hindi Pratiyogita Pariksha" conducted by the "Mahatma Gandhi Rashtra Bhasha Hindi Prachar Sansthan, Pune".

* 5 Students from our school (3 scouts and 2 guides) have been selected for the "Governor's Award" during the academic session 2011-12.

* Miss Anika Tripathi, a student of our school has been selected for the National Level Girls Cricket Competition.

d) Manikgarh Cement :

* First Prize for "Injury Rate Performance" and "Explosives" for the limestone mines, from Directorate General of Mines Safety, Western Zone, Nagpur Region.

* First Prize for "Noise, Vibration Control & Aesthetic Beauty" for the limestone mines from Indian Bureau of Mines, Nagpur Region (Madhya Pradesh & Maharashtra States).

* "Gold Award" in the International Convention of Quality Circles held at Nagpur on the case study of "To Eliminate Leakages in Gas Conditioning Tower", "Frequent Failure of Carbon Brushes of Pre-Heater Fan HT Motor", "Random Tripping of ESP Fan-2 DC Drive 1600 KW Motor Showing Mains Voltage Low Alarm", "Elimination of Dust Generation during Loading of Dumpers" and "Failure of Thermo Well Inside Boiler Furnace".

* Best Team "Diamond Award" at the All India Seminar on Quality Progress 2012 organized by The Institute of Engineers (India), Nagpur.

* "Excellence Award" in the "25th National Convention on Quality Circles" organized by Quality Circle Forum of India, Hyderabad.

e) Pulp and Paper:

* The unit's stall was adjudged first among the Agro-Forestry, Nursery, Herbal and Medicinal Plants Group at the All India Farmers' Fair and Agro-Industrial Exhibition-2012 organized by G.B. Pant University of Agriculture & Technology, Pantnagar, Uttarakhand from March 15-18, 2012.

* The unit has bagged the Certificate of Export Recognition, a 'Special Export Award' in recognition of achievement in export in respect of Printing & Writing Paper for the year 2010-11, by CAPEXIL (Sponsored by the Ministry of Commerce & Industry, Govt. of India), in the Annual Award Function held at Mumbai on 30th September, 2011.

8. ENVIRONMENT AND POLLUTION CONTROL:

High priority is accorded to the protection of the environment for sustainable development. Educating the local population on this aspect is given great importance. Tree plantations, rain water harvesting, conservation of energy and water etc. are practised and propagated. However, environmental requirements are complex and tend to become more stringent with time and the Company will constantly innovate to keep up with all legal requirements and, indeed, exceed laid down standards. In our Pulp & Paper unit, certain requirements for compliance with environmental norms are being complied. As an integral part of the environment protection drive, the Company ensures minimum waste generation, low emission levels and low noise pollution levels during operation of the plant.

Top priority continues to be given to preservation of the environment by all units of the Company. To combat pollution and strengthen and support ecology, considerable emphasis is given to plantation of fragrant and shady trees.

9. DIRECTORS:

Under Article 130 of the Articles of Association of the Company, Shri Pradip Kumar Daga and Shri Kumar Mangalam Birla retire by rotation and being eligible, offer themselves for re-election.

10. AUDITORS:

The retiring Auditors, M/s. Dalal & Shah, Chartered Accountants (Firm Registration Number: 102021W), are eligible for re-appointment and have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be approved by the members and their remuneration has to be fixed.

11. AUDITORS' REPORT:

The Auditors' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

12. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) the Directors have followed appropriate 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 at the end of the financial year and of the profit of the Company for that year;

iii) the Directors have taken proper and sufficient care to ensure 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, if any;

iv) the Directors have prepared the annual accounts on a going concern basis.

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

a) Energy Conservation Award for Rayon Division

"State Level Award for Excellence in Energy Conservation & Management" - First position in Textile Sector.

b) Cement Divisions

Century Cement has received "Energy Conservation Award 2011" from the Chhattisgarh State Renewable Energy Development Agency, Department of Energy, Govt. of Chhattisgarh.

Manikgarh Cement has received National Award for "Energy Efficiency in Indian Cement Industry" from Director, Department of Industrial Policy & Promotion, Ministry of Commerce & Industry, Govt. of India instituted by "National Council for Cement and Building Materials (NCCBM)" for Second Best Improvement in Thermal & Electrical Energy Performance for the year 2010-11".

c) Paper Division:

The unit has been awarded First Prize under the category of "Large & Medium Scale Industries" for the outstanding achievement in Energy Conservation for the year 2011 by Govt. of Uttarakhand, which was received in December, 2011 at Dehradun.

d) General:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure 'A' and forms part of this Report.

15. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors' report, as an addendum thereto. However, as required by the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts as set out therein, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company, and the same will be forwarded by post.

16. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2012 is annexed hereto.

17. APPRECIATION:

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company, who have contributed in no small measure to the performance and the Company's continued inherent strength. It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. Shareholders' appreciation of the managements' efforts expressed at the general meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

Registered Office:

Century Bhavan, On behalf of the Board,

Dr. Annie Besant Road,

Worli, Mumbai - 400 030

B. K. BIRLA

Dated: 2nd May, 2012 Chairman


Mar 31, 2011

We have pleasure in presenting the 114th Annual Report of the Company along with the audited statements of Account for the year ended 31st March, 2011. The financial results for the year are shown below. The working and operational parameters at all the plants of the Company were quite satisfactory during the year, but profitability was adversely affected in comparison to the previous year due to adverse market conditions prevailing mainly in the Cement industry. Further, increase in the overall cost of all operations of the Company also depleted profitability. In view of all the challenges in the industries and markets in which your Company does business, the results are considered satisfactory.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. in crore)

2010-11 2009

Profit after interest, VRS payments, gratuity, ex-gratia/ 583.51 758.00 compensation etc.

Less:

Depreciation 239.66 234.47

Prior Period Adjustments (Net) - 0.19

Provision for taxation 93.76 222.61

Deferred Tax Debit/(Credit) 12.60 346.02 (38.74) 418.53

Net Profit 237.49 339.47

Add:

Balance brought forward 307.89 178.10

Available Profit dealt with as under 545.38 517.57

Proposed Equity Dividend 51.18 51.18

Corporate Dividend Tax 8.30 8.50

General Reserve 150.00 150.00

Balance carried forward 335.90 307.89

545.38 517.57

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors Report) based on the reports of the Wholetime Director of the Company and Senior President / President of each of the units of the Company.

2. DIVIDEND:

The Board of Directors has recommended a dividend of Rs.5.50 (Rupees five and paise fifty) per share of Rs.10/- each equivalent to 55% (fifty five percent) on the paid up equity share capital of the Company for the year ended 31.03.2011 as against Rs.5.50 (Rupees five and paise fifty) equivalent to 55% (fifty five percent) paid in the previous year on the equity shares of Rs.10/- each. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess, aggregating about 16.22% on the dividend amount so distributed.

3. EXPORTS:

The total exports of the Company amounted to Rs.366 crore (Previous year Rs.372 crore) representing about 8 percent of the net sales.

4. EXPANSION & MODERNISATION:

a) Rayon

The process of installation of 12 machines for production of viscose filament yarn is in progress in order to increase the production capacity of viscose filament yarn by about 5 per cent per annum. Further, two existing electrolyzers are being replaced by an energy efficient electrolyzer in the Caustic Soda plant. These improvements involve capital expenditure of about Rs.50 crore and are expected to be completed before December, 2011.

b) Cement

Purchase orders for supply of main plant & machinery for 1.5 million tonnes per annum (tpa) cement grinding unit named Sonar Bangla Cement at Sagardighi, Distt. Murshidabad, West Bengal and for expansion of 2.8 million tpa cement manufacturing capacity at Manikgarh Cement, Gadchandur, Distt. Chandrapur, Maharashtra have been released.

At Sonar Bangla Cement (Grinding Unit) extensive pilling work on account of soil condition had to be undertaken and it is likely to be over by June, 2011. Thereafter main plant civil work will commence. Civil work for Manikgarh Cement expansion will start from June, 2011. The Sonar Bangla Cement (Grinding Unit) is expected to be operational by September, 2012 and Manikgarh Cement expansion by March, 2013.

After ongoing upgradation & expansion, the total cement manufacturing capacity will stand increased to 12.8 million tonnes per annum.

c) Pulp and Paper

The Fibre Line (Pulp Plant) with a capacity of 1.62 lac tonnes per annum and Multilayer Packaging Board Plant with a capacity of 1.8 lac tonnes per annum are near completion. The production is expected to commence during May, 2011 and will get stabilized in due course. It may be added that the 43 MW turbine has already been commissioned successfully.

Further, we have undertaken upgradation of Paper Machine based on recycled pulp by installing a size press and A-4 cutter for copier paper for which orders have already been placed. We are also increasing the bagasse pulping capacity by another 23,400 tonnes per annum by installing a continuous digester and carrying out modifications in the existing plant. The total cost for these initiatives is expected to be about Rs.220 crores and these are likely to be completed before the end of the current financial year.

d) General

Modernisation and technological upgradation programmes continue at all the units of the Company to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed.

5. LAND DEVELOPMENT AT WORLI, MUMBAI:

At present, one office building adjacent to Century Bhavan, the registered office of the Company and another office building with an entry plaza on Century Mills land at Worli, both meant for leasing, are under construction with a total constructed area of about thirteen lac square feet including parking spaces etc. at a total cost of about Rs.625 crore. In view of various regulatory approvals required from time to time for construction of such buildings, a long monsoon in 2010 and shortage of sand, the completion is taking more time than expected. Efforts are being made to expedite completion which is now anticipated to take about a year. As regards the legal dispute with the existing lessor in respect of about 10 acres of leasehold land where a part of Century Mill was situated at Worli, the matter continues to be sub judice.

6. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

7. GENERAL - AWARDS, SPORTS & WELFARE ACTIVITIES:

Various Divisions of the Company have received awards for environmental excellence, efficiency in energy, safety provisions etc. Some notable awards are as under:-

a) Century Cement:

* First Prize for "Standard of Working", "Tyre Maintenance" and "Environment Management & Pollution Control" for the limestone mines from the Director General of Mines Safety, Bilaspur Region.

* First Prize for "Noise Vibration Control and Aesthetic Beauty" for the limestone mines, from Indian Bureau of Mines, Nagpur Region (Chhattisgarh State).

* Six students of our school and college (1 in Football, 1 in Soft Ball and 4 in Net Ball) have been selected at the National Level.

* Five students of our school (2 of class VII, 1 of Class VIII and 2 of class XII) have attained merit positions in the Board Exams for the academic session 2009-10.

b) Maihar Cement:

* First prize for "Standard of Working", "Electrical Installation & Ore Handling Plant" and "Best Team of First-Aid Competition" for the limestone mines from the Director General of Mines Safety, Jabalpur Region.

* First prize for "Waste Dump Management" for the limestone mines, from the Indian Bureau of Mines, Jabalpur Region.

* Master Devesh Gedam, student of Class VII of our School received the Gold Medal in "Junior General Knowledge & Intelligence Test" conducted by the "Central Institute of General Knowledge Learning, New Delhi".

* 13 Students from our school (8 Scouts and 5 Guides) have been selected for the "Governors Award" during the academic session 2010-11.

c) Manikgarh Cement:

* First Prize "Gold Award" in the International Convention of Quality Circles held at Hyderabad on the case study titled "To eliminate Bags and Electrodes damage inside Hybrid ESP".

* First Prize for "Overall Performance", "Opencast Working", "Transport in Mines & Dust Suppression", "House Keeping & Provision of Welfare Facility", "Injury Rate Performance" and "Exhibition Stall" for the limestone mines, from the Directorate General of Mines Safety, Western Zone, Nagpur Region.

* First Prize for "Environment Excellence", "Waste Dump Management", "Noise Vibration Control and Aesthetic Beauty" and "Water Quality Management" for the limestone mines from the Indian Bureau of Mines, Nagpur Region (Maharashtra & Madhya Pradesh States).

d) Pulp and Paper:

* The Units Quality Circle "AGRO" has secured the "Gold Award" in the 21st Regional Convention on Quality Circles, organized by the Quality Circle Forum of India, Kanpur Chapter, held at Kanpur on 13 November 2010 for their case study presentation.

* The Units Quality Circle "AGRO" has secured "Excellent Award" in the 24th National Convention on Quality Circles, organized by the Quality Circle Forum of India, Visakhapatnam Chapter, held at Visakhapatnam during 27th to 30"1 December, 2010 for their case study presentation.

* Certified for Forest Stewardship Council (FSC) Chain-of-custody (CoC), an International Certification, for the period from 24.01.2011 to 23.01.2016 which will assist us for business with improved international market access in an increased environmentally aware sector.

* The Unit has begged the Certificate of Export Recognition, a Special Export Award in recognition of achievement in exports in respect of Printing & Writing Paper for the year 2009-10, by CAPEXIL (Sponsored by the Ministry of Commerce & Industry, Govt, of India), in the Annual Award Function held at Delhi on 4"1 March, 2011.

8. ENVIRONMENT AND POLLUTION CONTROL:

Century continues to give top priority to maintenance and performance improvement of all pollution abatement facilities like effluent treatment plants, air emission control and waste disposal facilities at its manufacturing plants. As far as possible rainwater harvesting and treated effluent recycling is being carried out at manufacturing plants to reduce dependence on water from other natural resources. Training, awareness and learning have been always at the forefront of Centurys journey to become world class in environmental performance. Century has inculcated the habit to be in harmony with nature and in this context, afforestation, maintenance of green belts and gardens, and reuse of treated water in horticulture activities are routine practices. Environment impact assessment and risk analysis have been performed right from the stage of planning for implementation of all new major expansion projects to incorporate the necessary measures to minimise adverse environmental impact.

All manufacturing facilities have obtained environmental clearance from the respective Pollution Control Boards and are in compliance with all current environmental legislation. As an integral part of its environment protection drive, the Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution levels during operations of all manufacturing facilities.

9. DIRECTORS:

The Directors express their profound sorrow at the sad demise on 24th December, 2010 of Shri E.B. Desai, their esteemed erstwhile colleague who was the Senior Partner of Mulla and Mulla and Craigie Blunt and Caroe, Solicitors and Advocates and Director of many large companies and place on record their deep sense of appreciation for the valuable services rendered by him during his association as a Director of the Company for a long period of about 40 years. The Board expresses its grateful appreciation for his advice and guidance which have been beneficial to the Company during his tenure as a Director.

Under Article 130 of the Articles of Association of the Company Shri B.K. Birla and Shri Amal Ganguli retire by rotation and being eligible, offer themselves for re-election.

10. AUDITORS:

The retiring Auditors, M/s. Dalai & Shah, Chartered Accountants (Firm Registration Number: 102021W), are eligible for re-appointment and have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be approved by the members and their remuneration has to be fixed.

11. AUDITORS REPORT:

The Auditors Report to the Shareholders does not contain any reservation, qualification or adverse remark.

12. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) that the Directors have followed appropriate 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 at the end of the financial year and of the profit of the Company for that year;

iii) that the Directors have taken proper and sufficient care to ensure 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, if any;

iv) that the Directors have prepared the annual accounts on a going concern basis.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure XA and forms part of this Report.

15. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors report, as an addendum thereto. However, as required by the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts as set out therein, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company, and the same will be forwarded by post.

16. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2011 is annexed hereto.

17. APPRECIATION:

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company, who have contributed in no small measure to the performance and the Companys continued inherent strength. It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. Shareholders appreciation of the managements efforts expressed at the general meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

Registered Office:

Century Bhavan, On behalf of the Board,

Dr. Annie Besant Road,

Worli, Mumbai - 400 030 B. K. Birla

Dated: 2nd May, 2011 Chairman


Mar 31, 2010

We have pleasure in presenting the 113th Annual Report of the Company along with the audited statements of Accounts for the year ended 31st March, 2010. A summary of financial results is given below. The overall profitability of the Company has increased satisfactorily as compared to the previous year.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. in crore)

2009-10 2008-09

Profit after interest, VRS payments, gratuity, ex-gratia / 758.00 552.23 compensation etc.

Less:

Depreciation 234.47 205.28

Arrears of Depreciation - 26.31

Prior Period Adjustments (Net) 0.19 0.71

Provision for taxation (including Fringe Benefit Tax) 222.61 44.14

Deferred Tax Debit/(Credit) (38.74) 418.53 39.25 315.69

Net Profit 339.47 236.54

Add:

Balance brought forward 178.10 140.55

Available Profit dealt with as under 517.57 377.09

Transfers & Appropriations:

Proposed Equity Dividend 51.18 41.87

Corporate Dividend Tax 8.50 7.12

General Reserve 150.00 150.00

Balance carried forward 307.89 178.10

517.57 377.09

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors Report) based on the reports of the Wholetime Director of the Company and Senior President / President of each of the units of the Company.

2. DIVIDEND:

The Board of Directors has recommended dividend of Rs.5.50 (Rupees five and paise fifty) per share of Rs.10/- each equivalent to 55% (fifty five percent) on the paid up equity share capital of the Company for the year ended 31.03.2010 as against Rs.4.50 (Rupees four and paise fifty) equivalent to 45% (forty five percent) paid in the previous year on the equity shares of Rs.10/- each. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the shareholders. However, the Company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess, aggregating to about 16.609% on the dividend amount so distributed.

3. EXPORTS:

The total exports of the Company amounted to Rs.372 crore (Previous year Rs.352 crore) representing about 8 percent of the net sales.

4. EXPANSION & MODERNISATION:

a) Cement

i) Cement Grinding Unit at Sagardighi, West Bengal

The orders have been placed for the main plant and machinery for the grinding unit with a capacity of 1.5 million tpa at Sagardighi, Dist. Murshidabad, West Bengal. The contract for civil construction work has been finalized and work is planned to start from October, 2010. The project activities are progressing on schedule. The grinding unit is expected to be operational by the last quarter of 2011-12. The total outlay on the project is estimated at Rs.425 crore.

ii) Manikgarh Cement expansion - 2.5 Million tonnes capacity per annum and 40 MW Captive Thermal Power Plant

On account of the slowdown both globally and to some extent in India, placing of orders for Manikgarh Cement Expansion was deferred. Now that the economy looks brighter and the forecast is expected to be double digit growth in the relatively near term, orders for all main cement manufacturing equipment and for the captive thermal power plant will be placed before June/July 2010. The total outlay on the project is estimated to be about Rs.1600 crore. The enhanced capacity should be fully on stream by the end of the calendar year 2012.

After upgradation and expansion, the cement manufacturing capacity will stand at 12.5 million tpa by the end of calendar year 2012.

b) Pulp and Paper

Civil work for the Fibreline (Pulp Plant) and Multilayer Packaging Board Project including 43 MW Turbine is in full swing. Main equipments have already been ordered and have started arriving at the site. Erection of the main machinery and recovery plant is in progress. Orders for auxiliary and balancing equipment are being finalized. Capital outlay on the above projects is estimated to be Rs.1660 crore. Completion of the project is scheduled for December, 2010.

c) General

Modernisation and technological upgradation programmes continue at all the units of the Company to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed.

5. LAND DEVELOPMENT AT WORLI, MUMBAI:

Construction of commercial buildings meant for leasing at Worli, Mumbai where Century Mill was earlier situated has commenced on part of the land by awarding the required contracts. Construction of one more office building behind Century Bhavan, Worli, Mumbai has also commenced. Thus, two buildings having constructed area of about eleven lac square feet including parking spaces etc. should be completed within a period of 12 to 15 months. Regarding the dispute with the existing lessor in respect of about 10 acres of leasehold land at Worli, Mumbai, the matter is subjudice.

6. SHIPPING BUSINESS:

Considering the present trend in the shipping industry, it has been decided to restart the shipping business in which the Company has long experience and various formalities required to be complied with are being undertaken.

7. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

8. GENERAL - AWARDS, SPORTS & WELFARE ACTIVITIES:

Various Divisions of the Company have received numerous awards for environmental excellence, efficiency in energy, safety provisions etc. Some of the more important awards are:-

a) Rayon Division:

* Secured First Award for Export Performance in the LSI Textile Category for the year 2007-08 from Directorate of Industries, Government of Maharashtra.

b) Century Cement:

* First Prize for "Overall Performance", for the limestone mines, from the Directorate General of Mines Safety, Bilaspur Region.

* First Prize for "Overall Performance", "Reclamation & Rehabilitation" and "Noise, Vibration Control and Aesthetic Beauty" for the limestone mines (Mechanised Mines category) and "Environment Excellence Award" for achieving consistent performance for the last three years in Mine Environment & Mineral Conservation aspects, from Indian Bureau of Mines - Nagpur Region.

c) Maihar Cement and Maihar Cement Unit II:

* "Narmada Award in Overall Performance" and "Sonbhadra Award in Waste Dump Management", for the limestone mines, from Indian Bureau of Mines, Jabalpur Region.

* Master Aman Singh, student of Class VIII of our School received the Gold Medal in "All India G.K. and I.Q. Test-2009" conducted by "Knowledge Olympiad Society, Hyderabad".

* 6 Students for the National Level and 8 students for the State Level have been selected for the Gold Medal in "Maths Talent Search Examination - 2009" held by Putani Vignana Group, Chitradurga, Karnataka. Based on the performance, our school has been recognized as the "Best School" at the National Level for its commitment to spread a scientific attitude among the students and the mathematics teacher of our school, Mrs. Shipra Chatterjee has been awarded a Gold Medal and the certificate of "Hexagon award for Maths Excellence".

d) Manikgarh Cement:

* First Prize for "Overall Performance" for the limestone mines from the Directorate General of Mines Safety Nagpur Region (I & II).

* First Prize for "Overall Performance" from the Indian Bureau of Mines, Nagpur Region, (Chhattisgarh & Madhya Pradesh).

e) Pulp and Paper:

* Awarded 1st prize by the Government of Uttarakhand entitled "State Energy Conservation Award 2009" under the Large & Medium Scale Industries for outstanding achievements in Energy Conservation at Dehradun on 14th December, 2009.

* The Units Quality Circle "Agro" has secured "Excellent" award in the 23rd National Convention on Quality Circles; organized by the Quality Circle Forum of India, Bangaluru - Chapter.

* Five workmen of our Units Quality Circle "Skylark" were awarded "Vishwakarma Rashtriya Puraskar and National Safety awards for the performance year 2007" recognising the performance of workers in promoting productivity, efficiency and safety, by the Government of India, Ministry of Labour & Employment, New Delhi.

9. ENVIRONMENT AND POLLUTION CONTROL:

Century is in compliance with all relevant statutes relating to the environment and pollution control in the area of environment. As a policy, environment impact assessment and qualitative risk analysis are performed for all new and major expansion projects and incorporate all the necessary measures to mitigate environmental impacts due to project implementation. All the hardware - such as effluent treatment plants, air emission abatement units and waste disposal facilities, were maintained and improved further. The above efforts have resulted in significant improvement in water consumption, water recycle and reuse, and reduction of C02 and other gaseous emissions, ozone depleting substances and consumption and generation of hazardous waste.

10. DIRECTORS:

Under Article 130 of the Articles of Association of the Company Shri Pradip Kumar Daga and Shri Arvind C. Dalai retire by rotation and being eligible, offer themselves for re-election.

11. AUDITORS:

The retiring Auditors, M/s. Dalai & Shah, Chartered Accountants, are eligible for re-appointment and have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be approved by the members and their remuneration has to be fixed.

12. AUDITORS REPORT:

The Auditors Report to the Shareholders does not contain any reservation, qualification or adverse remark.

13. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

14. DIRECTORS RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) that the Directors have followed appropriate 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 at the end of the financial year and of the profit of the Company for that year;

iii) that the Directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

iv) that the Directors have prepared the annual accounts on a going concern basis.

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

a) Energy Conservation Awards:

i) Rayon Division

* "Continuous Energy Efficient Company" award from Maharashtra Energy Development Agency (MEDA). ii) Cement Divisions

Century Cement

* In the twelfth F L Smidth Energy Awards for the year 2008-09 for energy conservation in the State of Chhattisgarh and Nladhya Pradesh, Century Cement has been awarded First prize for maximum percentage reduction in electrical energy consumption per tonne of cement production.

Maihar Cement

In the twelfth F L Smidth Energy Awards for the year 2008-09 for energy conservation in the State of Chhattisgarh and Madhya Pradesh, Maihar Cement has been awarded -

* First prize for minimum plant heat rate (Kcal/Kwh) with respect to Captive thermal generation.

* First prize for maximum percentage reduction in electrical energy consumption per tonne of clinker production.

* First prize for the lowest electrical energy consumption per tonne of cement production amongst modern cement plants using VRM technology.

b) General:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure TV and forms part of this Report.

16. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors report, as an addendum thereto. However, as required by the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts as set out therein, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company, and the same will be forwarded by post.

17. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2010 is annexed hereto.

18. APPRECIATION:

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company, who have contributed in no small measure to the performance and the Companys continued inherent strength. It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. Shareholders appreciation of the managements efforts expressed at the general meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

Registered Office: On behalf of the Board Century Bhavan,

Dr. Annie Besant Road, Kumar Mangalam Biria

Worli, Mumbai - 400 030 Director

B. L. Jain

Dated: 3rt May, 2010 Whole-time Director