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Directors Report of Kesoram Industries Ltd.

Mar 31, 2015

The Board presents its Ninety-sixth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

/ crore Particulars 31st March, 31st March, 2015 2014

Total Revenue 4939.12 5205.45

Profit/(Loss) before interest, depreciation, tax and other amortisations ("EBIDTA") 181.60 410.63

Add: Exceptional Income 409.20 -

Less :

Depreciation and Amortisation Expenses 276.90 318.10 (Net of transfer from Revaluation Reserve)

Finance Costs 680.58 572.83

Tax Expenses Net - 35.25

957.48 926.18

Loss for the year 366.68 15.55

Balance of Profit / (Loss) at the beginning of the year (221.67) 293.88

Add : Loss for the year 366.68 515.55

Loss Carried Forward 588.35 221.67

DIVIDEND

No dividend is recommended in view of the loss in respect of the Financial Year and non availability of carry forward surplus.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 stood at Rs. 109.77 crores. The Company has not, during the year under report, issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES

Upon obtaining Shareholder approvals, the Company, during the year under report, issued 10.50% Secured Redeemable Non-Convertible Debentures amounting to Rs. 200 crores to Axis Bank Limited on private placement basis.

DEPOSITS

The Company has not, during the year under report, accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 ("the Act").

Deposits amounting to Rs. 5.46 lakhs from three persons remained unclaimed as at the end of the year. These depositors have once again been asked for instructions.

All deposits accepted as on 31st March, 2014 were fully repaid and there was no default whatsoever in repayment of any deposit.

There are, therefore, no deposits not in compliance with the requirements of Chapter V of the Act.

GENERAL REVIEW

The year under report was a watershed year for the Company.

The key change during the year under report was the re-organisation of the Tyre Business. This was achieved through the transfer of the tyre manufacturing facility at Laksar, District Haridwar, Uttarakhand as a going concern, effective close of business 31st March, 2015, to a subsidiary upon the receipt of the required Shareholder approvals under Sections 180(1)(a) and 188 of the Act. As at 31st March, 2015, the Company's shareholding interest in the subsidiary was in excess of 99%. This position continues as on date. The transfer was effected based upon a consideration of Rs. 2194.95 crores through the slump sale route under Section 50B of the Income Tax Act, 1961. A binding Term Sheet, dated 12th September, 2015, has since been executed with the JK Tyre Group for transfer of ownership of this subsidiary to this Group. An appropriate Resolution seeking shareholder consent for disposal of this material non-listed subsidiary has been proposed in the Notice convening the Ninety-sixth Annual General Meeting.

From the operations point of view, the year under report was disappointing. While the Earnings Before Interest, Depreciation, Taxes and other Amortisations ("EBIDTA") at Rs. 182 crores was positive, this was far lower than the previous year's figure of Rs. 411 crores. Several initiatives were taken during the year to address this position. The Tyre Business re-organisation was amongst them. Initiatives actioned upon by the Cement Business have begun yielding satisfactory returns. These will be consolidated going forward. Although the operating environment of the Rayon Business was demanding, its continuous spun yarn project which should go into full production during the current year should help alter future profitability dimensions.

A brief resume on the Performance Analysis of each Business during the year and the forward outlook appears in the Management Discussion & Analysis.

Kesoram Spun Pipes and Foundries and Hindustan Heavy Chemicals' manufacturing facilities continued to be under suspension of work.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE

A Management Discussion & Analysis and the Report on Corporate Governance are attached as Annexures I and II respectively of this Annual Report.

ANNUAL GENERAL MEETING

The Registrar of Companies, by an Order dated 10th August, 2015, extended the time for holding the Company's Ninety-sixth Annual General Meeting to 31st December, 2015. The Ninety-sixth Annual General Meeting will, therefore, be held on 12 th December, 2015.

RISK MANAGEMENT

The Company has a Risk Management Policy to deal with perceived risks in its three businesses by identifying and evaluating business risks and opportunities.

Minimising the adverse impact on business objectives and thus further refining the Company's competitive advantage are key considerations underlying the Policy.

The approach to risk management is defined across the Company at various levels, including documentation and reporting, interspersed with diverse risk models to help identify risk trends, exposure and potential impact analysis at the corporate level.

GOING CONCERN STATUS

During the year under report, there were no significant or material orders passed by regulators or courts or tribunals impacting the Company's going concern status and/or its future operations.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal financial controls commensurate with its size and nature of business. Detailed procedures are in place to ensure that all assets are safeguarded and protected against losses, all transactions authorised, recorded and appropriately reported. The internal control system is monitored and evaluated by an Internal Audit team which interacts closely with the Audit Committee. No material issues in relation to the adequacy of Company's control systems were raised during the year.

EVALUATION OF BOARD PERFORMANCE

The Board carried out an annual evaluation exercise of its own performance, the performance of its Committees as well as those of individual Directors since the last Annual Report.

In evaluating its own performance, the Board looked closely, inter alia, at its own composition, diversity, acumen at its disposal, ability to strategise, competence in marrying plurality of views and the capability of functioning in an uncertain operating environment.

In evaluating the efficacy of its Committees, the Board's paramount consideration was the value that these were adding to its own role. The Board was of the considered view that each Committee handled its charge satisfactorily.

Each individual Director was appraised based upon background, competence, level of engagement at the Board level, capability of comprehending problem situations and suggesting solutions, interaction with Shareholders at Annual General Meetings as well as independence of judgment.

The evaluation exercises, in the opinion of the Board, were satisfactory and appraisal measures will be further fine tuned over time.

As required under Section VII of Schedule IV of the Companies Act, 2013, all Independent Directors together met during the year. No other person was present at the Meeting.

NUMBER OF BOARD MEETINGS

The Board met six times during the Financial Year 2014 - 15. Details of Meetings and the attendance of each Director is provided in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

The Company has in place a formal Nomination and Remuneration Policy formulated as per the provisions of Section 178(3) of the Act as well as with Clause 49 of the Listing Agreement. The policy text is attached in Annexure III to this Report.

AUDIT COMMITTEE

The Board's Audit Committee comprises Pesi Kushru Choksey, Amitabha Ghosh, Vinay Sah, Kashi Prasad Khandelwal, Sudip Banerjee and Lee Seow Chuan. Pesi Kushru Choksey is Chairman of the Committee. Till he resigned from the Board on 8th June, 2015, Stephen John Dekrey was also a Member of the Committee. There were, during the year under report, no disagreements whatsoever between the Audit Committee and the Board. All recommendations of the Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Company fully recognises its commitment to the fulfillment of its social responsibilities. Programmes to benefit the society in general and those living in the vicinity of its facilities in particular have been consistently implemented over the years. In so doing, the Company has been faithfully following and implementing the vision of its Chairman, Basant Kumar Birla, who instilled in the Company the consciousness of being responsive to the needs of those less privileged, especially those living in close proximity to its facilities. Such observance has been company policy for decades much before statutory mandates were even thought of.

The Company's responsibility to society was thus never bottled up within the confines of statutory enactments but absolutely free flowing arising as it did out of its own internal consciousness. The Company has not compromised on its commitment towards its social responsibilities even though under the provisions of Section 135(5) of the Act, it need not statutorily incur any social responsibility spending owing to the absence of profits over the last three years.

For the record and for complying with the provisions of Section 135 of the Act, the Company has codified a Corporate Social Responsibility Policy, the text whereof is available on www.kesocorp.com. As required under the provisions of this Section, it has also constituted a Corporate Social Responsibility Committee consisting of three Directors, Amitabha Ghosh, Manjushree Khaitan and Kamal Chand Jain. But the Company's determination to the cause of upliftment of the less privileged has conventionally been dehors statutory mandates.

Amongst the many dedicated social activities conducted by the Company during the year under report, the following are prominent:

- medical camps including conducting comprehensive health checks on local villagers ;

- installation of facilities for water purification to improve accessibility to potable water ;

- provision of street lights on certain arterial roads in adopted villages ;

- training villagers in water conservation methodologies ;

- animal husbandry camps including setting up of model dairy farms;

- imparting of vocational training spanning sections of the population around most facilities of the Company. These programmes enable a large number of unemployed or underemployed beneficiaries to transform themselves into self respecting earning family members. Tailoring, stitch craft and needlework training, computer literacy, pickle and papad making, feature prominently amongst the vocational training initiatives taken ;

- distribution of blankets in winter across all facilities to the less privileged;

- promotion of road safety and moulding the mindset of young adults to the need for observing road safety norms.

The Report on Corporate Social Responsibility (CSR) activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure IV to this Report.

RELATED PARTY TRANSACTIONS

Based upon Shareholder approvals granted under Section 188 of the Act, the Company's automotive tyre manufacturing facility at Laksar, District Haridwar, Uttarakhand was transferred during the year under report to Cavendish Industries Limited, a subsidiary of the Company.

Subject to the above, all related party transactions / arrangements entered during the year under report were on an arm's length basis and in the ordinary course of business.

There were, however, no materially significant related party transactions as contemplated under Section 188 of the Act read together with the relevant Rules as well as the Company's policy on related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons

As required under Clause 49 of the Listing Agreement, related party transactions are placed before the Audit Committee for approval. Where required, prior approval of the Audit Committee is obtained, on an omnibus basis, for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.

As required under Rule 8(2) of the Companies (Accounts) Rules, 2014, the completed Form of AOC-2 is attached in Annexure V to this Report.

The approved Related Party Transaction Policy of the Company appears on its website with web link www.kesocorp.com/DOCS/ management_corner.php#slide_5.

SUBSIDIARY AND JOINT VENTURE COMPANY

As at 31st March, 2015, the Company had a subsidiary, Cavendish Industries Limited ("Cavendish") and a Joint Venture Company Gondkhari Coal Mining Limited ("Gondkhari").

Effective close of business 31st March, 2015, the Company's automotive tyre manufacturing facility at Laksar, District Haridwar, Uttarakhand was transferred, upon obtaining Shareholder approvals, to Cavendish. As at close of business on 31st March, 2015, the Company held 99.99% of the Cavendish shareholding. This shareholding position continues as on date. Cavendish, however, had no material operations to report during the year under report. As already stated elsewhere in this Report, it is proposed to transfer the Company's ownership of Cavendish to the JK Tyre Group. Consequently, Cavendish is held for disposal in the near future.

The Company's policy on material subsidiaries appears on its website www.kesocorp.com

Gondkhari was incorporated in 2008 as a Joint Venture between the Company (45.46% shareholding), Maharashtra Seamless Limited (30.30% shareholding) and Dhariwal Infrastructure Limited (24.24% shareholding). The joint venture was set up as per approval accorded by the Central Government which had, in November, 2008, allocated the Gondkhari Coal block in the State of Maharashtra to the Joint Venture. The coal block was de-allocated by the Central Government in November, 2012. The Supreme Court, vide judgment dated 25th August, 2014, read with Order dated 24th September, 2014, has cancelled the allocation of all coal blocks (including Gondkhari) by the Central Government. This significantly impairs Gondkhari's ability to continue as a joint venture. This restriction, therefore, severely limits Gondkhari's ability to transfer fund to its parents.

In view of the above and given that as per Paragraphs 11 and 28 of Accounting Standard ("AS") 21 and 27 respectively, consolidation of the Financial Statements of these companies as at 31st March, 2015 are not mandated, a Report on the performance and financial position of these companies, as required under Rule 8(1) of the Companies (Accounts) Rules, 2014, is not annexed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Except for an investment of Rs. 700,04,60,000 in its material non-listed subsidiary, Cavendish, upon obtaining such approvals, as were necessary, the Company has given no loans or corporate guarantees or made any other investment covered under Section 186 of the Act during the year under report.

VIGIL MECHANISM

The Company has a codified whistle blower policy which is hosted on its website www.kesocorp.com.

STATUTORY AUDITORS

Shareholders have already reappointed, at the Company's Ninety-fifth Annual General Meeting, Price Waterhouse, Chartered Accountants, Kolkata (Firm Regn. No.301112E) as the Company's Auditors for a period of three years till the conclusion of the Company's Ninety-eighth Annual General Meeting. Their appointment needs to be ratified by shareholders at the Company's forthcoming Ninety-sixth Annual General Meeting for which an appropriate Resolution is proposed at the Annual General Meeting.

COST AUDITORS

The Board, upon a recommendation from the Audit Committee, appointed Mani & Co. and B. Ray & Associates, Cost Accountants as Cost Auditors to audit the cost accounting records maintained by the Company for the Financial Year ended 31st March, 2015 at a total remuneration of Rs. 7.55 lakhs, excluding taxes and reimbursement of out of pockets as indicated in the matrix below :

Product Name of Cost Remuneration Auditor (in lakh)

Cement Mani & Co. 2.56

Tyre, Tube & Flaps Mani & Co. 3.17

Rayon B. Ray & Associates 0.75

Transparent Paper B. Ray & Associates 0.50

Inorganic Chemicals B. Ray & Associates 0.57

Total 7.55

As required under Section 148(3) of the Act, the remuneration payable to the Cost Auditors require ratification by Shareholders.

Accordingly, a Resolution seeking such ratification has been included as part of the Notice convening the Ninety-sixth Annual General Meeting.

SECRETARIAL AUDITOR

The Board appointed Salil Banerjee, FCS, Practising Company Secretary (CP Registration No. 1140) to audit the secretarial records of the Company in respect of the Financial Year 2014 - 15.

The Report of the Secretarial Auditor is attached in Annexure VI to this Report. There are no qualifications in the Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure VII and forms part of this Report.

In terms of Section 136 of the Act, this Annual Report and Accounts is being sent to each Member and others entitled thereto, excluding the information on employee particulars as per Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. This information is readily available for inspection by Members at the Company's Registered Office between 3.00 P.M. and 5.00 P.M. on all working days (excluding Saturdays) up to the date of the forthcoming Annual General Meeting. Should any Member be interested in obtaining a copy, s/he should write to the Company Secretary at the Company's Registered Office or send an email to cs@kesoram.net.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

No complaints on the issues covered by The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, were received during the year. Consequently, the question of disposal of complaints did not arise.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) the Act and, based upon representations from the Management, the Board, to the best of its knowledge and belief, states that :

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

(b) such accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 ended 31st March, 2015 and of the loss for that period;

(c) proper and sufficient care was taken 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 Annual Accounts have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) proper systems have been devised to ensure compliance by the Company with the provisions of applicable laws and that such systems were adequate and working effectively.

DIRECTORS

Non Independent Director, Krishna Gopal Maheshwari's (DIN 00078470), seven decade long association as a Board Member came to an end owing to his demise on 5th December, 2014. The Board wishes to place on record its deep appreciation for the sagacious advice and wise counsel it received from him during his long tenure.

Pesi Kushru Choksey (DIN 00060508), Amitabha Ghosh (DIN 00055962), Kashi Prasad Khandelwal (DIN 00748523) and Sudip Banerjee (DIN 05245757), existing Independent Directors, were re-appointed as such for a period of five years at the Company's Ninety-fifth Annual General Meeting per Section 149 of the Act.

Steven John Dekrey (DIN 06906347) and Lee Seow Chuan (DIN 02696217) were appointed Additional Independent Directors during the year under report. Steven John Dekrey resigned from the Board effective 8th June, 2015. Lee Seow Chuan is, therefore, being proposed for appointment as an Independent Director at the forthcoming Annual General Meeting. This appointment will be for a period of five years from the conclusion of the Ninety-sixth Annual General Meeting as per the provisions of Section 149 of the Act. The Board wishes to place on record Steven John Dekrey's rich contributions to the deliberations of the Board and the Committee in which he was a Member during his brief association with the Company.

All Independent Directors have furnished to the Company the requisite declarations that they meet the independence criteria as laid down under Section 149(6) of the Act and the Listing Agreement.

Shareholders, at the Ninety-fourth Annual General Meeting, appointed Manjushree Khaitan (DIN : 00055898), Director, as Executive Vice Chairperson, for a period of five years effective 5th February, 2013, at 'Nil' remuneration. In view of the time and effort she has been devoting to the Company, the Board, based upon a recommendation of its Nomination and Remuneration Committee, has proposed that she be suitably remunerated effective 1st April, 2015. A Special Resolution to this effect is included as part of the Notice convening the Company's forthcoming Ninety-sixth Annual General Meeting for Shareholder approval.

Kamal Chand Jain's (DIN 00029985) tenure as a Whole-time Director expired by efflux of time effective close of business on 31st March 2015. In recognition of his long experience with the Company, the Board recommends his re-appointment for a further period of one year effective 1st April, 2015. A Special Resolution to this effect is included as part of the Notice convening the forthcoming Ninety-sixth Annual General Meeting for Shareholder approval.

The appointment of and remuneration to Amolak Preet Singh (DIN 07019247) as a Whole-time Director from 1st December, 2014 to 14th January, 2015, both days inclusive, was approved by Shareholders during the year under report as an Ordinary Resolution through postal ballot. Amolak Preet Singh ceased association with the Company effective close of business on 14th January, 2015. His scale of compensation will require Shareholder approval through a Special Resolution. Accordingly, a Special Resolution is included as part of the Notice convening the forthcoming Ninety-sixth Annual General Meeting. In the event of the Special Resolution being passed, the payment of remuneration to him will not require Central Government approval. However, an application will have to be made to the Central Government, nonetheless, for approval to his appointment since at the time of his appointment he was a non resident Indian.

Vinay Sah (DIN 02425847), LIC Nominee on the Company's Board, retires by rotation and, being eligible, offers himself for re- appointment. An Ordinary Resolution is included as part of the Notice convening the forthcoming Annual General Meeting.

Brief profiles of Directors being appointed /re-appointed are given in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

Manjushree Khaitan, Executive Vice Chairperson, Kamal Chand Jain, Whole-time Director, Arvind Kumar Singh, Chief Executive Officer-Business Operations, Tridib Kumar Das, Chief Financial Officer and Gautam Ganguli, Company Secretary, continued to function as Key Managerial Personnel during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING 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 of the Companies (Accounts) Rules, 2014, is given as Annexure VIII to this Report.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The execution of a binding Term Sheet dated 12th September, 2015 with the JK Tyre Group for disposal of its material non-listed subsidiary, Cavendish Industries Limited, has already been covered elsewhere in this Report.

EXTRACTS FROM ANNUAL RETURN

Details forming part of extract from the Company's Annual Return in Form MGT 9 are furnished in Annexure IX to this Report.

ANNEXURES FORMING PART OF THIS REPORT

Annexure Particulars

I Management Discussion & Analysis

II Report on Corporate Governance

III Nomination & Remuneration Policy

IV Report on Corporate Social Responsibility (CSR) activities

V Form AOC-2

VI Secretarial Audit Report

VII Remuneration related disclosures per Section 197

VIII Energy Conservation Particulars

IX Annual Return Extracts

APPRECIATION

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support, the Company has received from the banking system, the Central Government, the various State Governments and the local authorities during the year under report.

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown immense confidence and understanding in the Company's well being.

Kamal Chand Jain Manjushree Khaitan Whole-time Director Executive Vice Chairperson

Arvind Kumar Singh CEO - Business Operations

Tridib Kumar Das Kashi Prasad Khandelwal

Directors Chief Financial Officer Sudip Banerjee

Place: Kolkata Gautam Ganguli

Date : 19th October, 2015 Company Secretary


Mar 31, 2013

The Board presents its Ninety-fourth Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

Rs. Crores

Particulars 31st March, 31st March, 2013 2012

Total Revenue 5,841.86 6,004.86

Profit/(Loss) before Interest, Depreciation, Tax and other 443.10 (13.92) Amortisations ["EBIDTA"]

Less :

Depreciation and Amortisation Expenses 305.93 297.40

(Net of transfer from Revaluation Reserve)

Finance Costs 514.36 410.15

Exceptional item - Income Nil (11.22)

Tax Expenses — Net (47.96) (330.51)

772.33 365.82

Loss for the year 329.23 379.74

Balance at the beginning of the year 628.46 948.51

Add : Loss for the year (329.23) (379.74)

Amount transferred from Debenture Redemption Reserve (Net) Nil 65.00

Amount available for appropriation 299.23 633.77

Appropriations :

(i) Proposed Dividend 4.57 4.57

(ii) Tax on Proposed Dividend 0.78 0.74

(iii) Balance Carried Forward 293.88 628.46

299.23 633.77

ISSUE OF RIGHTS SHARES

After the closure of the year under report, the Company issued Rs. 6.40 Crore Equity Shares on Rights basis ("the Shares") amounting to Rs. 416.18 crores The shares of face value of Rs. 10 were issued at a premium of Rs. 55 (aggregate issue price Rs. 65 per share).

The Issue opened for subscription on Monday, the 3rd June, 2103 and closed on 17th June, 2013. The shares were allotted to eligible shareholders in consultation with Bombay Stock Exchange on 27th June, 2013.

The proceeds of the issue will assist the Company begin the process of reducing debt in its books.

Arising out of the Rights Issue, the Company''s Issued and Paid-up Capital as on date stands at Rs. 109.77 crores. The balance in the Securities Premium Account as on the above date stands at Rs. 352.15 crores.

The Board wishes to thank all shareholders for their unstinted support to the Rights Issue.

DIVIDEND

The Board recommends maintaining the same rate of dividend as declared by the shareholders in the previous year i.e. Rs. 1 per share in respect of the year under report as well. All shareholders holding shares as on the Record Date of 16th May, 2013 are entitled to such dividend subject to the dividend being approved at the forthcoming Annual General Meeting.

GENERAL REVIEW

The Company took in its stride significant operating adversities during the year under report to record a positive Earning Before Interest, Depreciation, Tax and other Amortisations ("EBIDTA") of Rs. 443.10 crores during the year against a negative EBIDTA of Rs. 13.92 crores in the previous year.

Driven by a series of measured initiatives across the organisation, the Company has been on the path of recovery from the beginning of the calendar year 2012. These initiatives have begun to bear fruit. The Tyre Business which recorded a negative EBIDTA of Rs. 428.08 crores in the Financial Year 2011-12 turned around determinedly and recorded a positive EBIDTA of Rs. 73.79 crores during the year under report. Equally, the Rayon Business turned EBIDTA positive during the year. The Cement Business, however, recorded a lower EBIDTA than that in the previous year, on account of poor market conditions in the second half of the year.

Brief commentaries on the performance of the Tyre, Cement and Rayon Businesses are appended :

Tyre

The year under report saw the Tyre Business steadily improve profitability. EBIDTA was at a positive Rs. 73.31 crores as compared to a negative EBIDTA of Rs. 428.08 crores in the previous year. Net Revenue at Rs. 3529 crores declined by approximately 8%. This decline in sales was as much on account of depressed market conditions as on account of a conscious decision to focus efforts on profitable product and market segments, resulting in partial vacation of poor contribution product segments.

The swing in EBIDTA to the extent of Rs. 501 crores during the year under report as compared to the previous year was on account of a variety of actions taken on the revenue front - focused at bettering the net realisation per unit of product sold, as well as on the cost front - through the entire value chain. These internal efforts were supplemented by softening raw material costs.

The Business continues to have the distinction of being certified for ISO — 9001, TS-16949, ISO-14001, SA-8000, OSHAS- 18001 and TPM.

With operations of the Tyre Business showing continuous improvement, the Board views the Business''s future prospects with confidence.

Cement

The production of the Cement Business during the year under report as compared with that of the previous year was as follows :

Lakh/MT

2012-13 2011-12

Clinker 42.44 39.94

Cement 51.60 49.57

Though the year under report began positively with robust demand from the housing and infrastructure sectors, demand began to slacken in the Business''s command areas from the second quarter of the year. The resulting erosion of cement prices put pressure on the Business''s margins. Rising input costs added to this pressure. Consequently, EBIDTA of the Business declined to Rs. 433.72 crores as against Rs. 543 crores in the previous year.

The Company''s Vasavadatta Cement plant commissioned its fifth power plant during the year. In addition to meeting the entire power requirements of the facility, it was able to evacuate power into the local grid and sell to buyers in the open market.

The Cement Business continues its pioneering efforts in the field of usage of alternate fuel. It has, at its Vasavadatta Cement facility, installed a Hot Disc for co-incineration of materials like used tyres, municipal wastes, industrial wastes etc. which emit useful Heat Value of above 2500 kcal. This development will, in future, assist in significantly reducing power costs.

The Business continued to be a recipient of several awards and accolades during the year under report. Both its facilities received the National Award for Mine Safety. The Business also received awards from Confederation of Indian Industry ("CII") for energy efficiency and water management. The Vasavadatta facility was certified "GreenCo. Gold" under the Green Company Rating System instituted by the CII.

The challenge before the Cement Business during the current year would be to enhance margins for increased profitability. This goal is being seriously pursued through modulated inputs in all sectors of the Business.

Rayon

The Rayon Business did well during the year under report and turned EBIDTA positive.

Efficiencies improved significantly during the year and the Business was able to absorb increases in input costs on its way to turning EBIDTA positive.

Although the viscose filament yarn industry in the country was impacted by low demand in the international market and imports from China, the Rayon Business maintained its market share by improving and further diversifying its product range. Customer focus was further enhanced and the emphasis on producing finer denier material proved to be extremely rewarding.

Spun Pipes and Heavy Chemicals

Kesoram Spun Pipes and Foundries and Hindustan Heavy Chemicals facilities continued to be under suspension of work during the year under report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is deeply conscious of its obligations to society and strives to care for those living in the vicinity of its facilities. Amongst the major welfare programmes undertaken during the year were :

- setting up of water purification plants for supplying potable water to local villagers ;

- distribution of blankets in winter across all facilities to the less privileged ;

- operating vocational training centres for training youth from the weaker section of society in various self employment schemes. These include computer training, needle work, stitch craft, pickle and papad making. Such schemes are under implementation around the facilities of the Company ;

- distribution of sewing machines to village women for promoting self employment ;

- laying of concrete roads in adopted villages ;

- running agricultural demonstration and model Dairy Farms in villages in close proximity to the cement manufacturing facilities ;

- setting up Animal Health Camps ;

- distribution of uniforms, text books, lunch utensils and conducting mid day meal schemes to benefit school children from the weaker sections of society ;

- conducting health camps for villagers ;

- renovation of schools and places of worship.

Such welfare programmes will be further intensified in the years to come in keeping with the Company''s reputation as an entity fully alive to its social obligations.

In the urban areas, the Tyre Business continued its close association with the local traffic police to foster observance of road safety norms amongst school children and young adults. The Business perceives these efforts as a means to make urban roads safer for both vehicles and pedestrians in the years to come.

FORFEITURE OF SHARES

The Board, during the year under report, forfeited 2,238 Equity Shares standing in the name of 175 allottees who did not pay the Allotment Money against the convertible portion of the Company''s 16% Secured Partly Convertible Debentures issued in the Financial Year 1992-93 despite repeated reminders. These Shares have not been re-issued.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and, based upon representations from the management, the Board, to the best of its knowledge and belief, confirms that :

- In the preparation of the Annual Accounts, applicable Accounting Standards have been followed and there are no material depatures ;

- It has selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the loss of the Company for the Financial Year ended on that date ;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

- The Annual Accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A Management Discussion & Analysis and a Report on Corporate Governance together with the corresponding Compliance Certificate are attached as part of this Annual Report.

DIRECTORS

Smt. Manjushree Khaitan, a Non-executive Director, was appointed a Whole-time Director effective 5th February, 2013 and designated Executive Vice Chairperson.

Shri B K Birla and Shri P K Mallik retire by rotation and being eligible, offer themselves for reappointment. AUDITORS

Price Waterhouse, Chartered Accountants, ("PW") Auditors of the Company, retire at the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has received the requisite Certificate pursuant to Section 224(1B) of the Companies Act, 1956. PW has also confirmed that it complies with the ongoing cycle of the peer review process as required under the Regulations of The Institute of Chartered Accountants of India.

AUDITOR''S REPORT

The Auditors have referred to what they call "deficiencies in relation to information, technology general controls ("ITGC") for sale of tyre" in para (iv) of the Annexure to the Auditor''s Report. The Auditor''s comments are no longer valid as the Tyre Business has instituted, effective 1st April, 2013, an ERP system covering the entire gamut of its operations. Consequently, the entire range of ITGC controls have been efficaciously built into the Business''s internal control system.

COST AUDIT

As required under the Central Government Circular Number 15/2011 dated 11th April, 2011, the Board wishes to record that the following Auditors were appointed to conduct Cost Audit in the Company in respect of the year under report:

i) Mani & Co., Cost Accountants, in respect of:

a) the Balasore manufacturing facility of the Tyre Business; and

b) the Cement Business.

ii) D. Sabyasachi & Co., Cost Accountants, in respect of the Laksar manufacturing facility of the Tyre Business; and

iii) B. Ray & Associates, Cost Accountants, in respect of the Rayon Business.

Mani & Co., were nominated as the Lead Auditors. In that capacity, they were responsible for the Compliance Report as envisaged under the Companies (Cost Accounting Records) Rules, 2011. All Reports for the Financial Year 2011-12 were completed and uploaded on the website of the Ministry of Corporate Affairs on 30th January, 2013 as against the extended due date of 28th February, 2013.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, forms a part of this Report. However, based upon the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts that are being circulated to members do not include the Statement of Particulars of Employees under Section 217(2A). Any Member interested in obtaining a copy may write to the Company Secretary at the Registered Office and a copy thereof will be forwarded by post.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A Statement containing the information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed.

APPRECIATION

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

B. K. Birla Chairman

Manjushree Khaitan i Executive

I Vice Chairperson

K. C. Jain K. G. Maheshwari

Whole-time Director P. K. Choksey

Amitabha Ghosh

Tridib Kumar Das P. K. Mallik Directors

Chief Financial Officer Vinay Sah

K. P. Khandelwal

Place: Kolkata Gautam Ganguli

Date : 2nd July, 2013 Company Secretary


Mar 31, 2010

The Directors have pleasure in presenting the ninety-first Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in Crore) Particulars 31- March, 31th Match, 2010 2009

Net Sales/Income from Operations (including Excise Ditty) 5,020,63 4,292,07 Other Income 125.07 75.94 Total Income 5.145.70 4,368.01 Gross Profit 648.30 520.97 Less: Depreciation (Net of transfer from Revaluation Reserve) 172.80 111.86 Provision for Income Tax 35.00 45.00 Provision for Fringe Benefit Tax [charge/(credit)] (0.13) 2.00 Provision for Deferred Tax [charge/(credit)] 202.29 (16.63)

410.96 142,23 Net Profit 237.34 378.74 Less: Debenture Redemption Reserve 101.25 25.00 Amount available for appropriation which the Directors have appropriated as under: 136.09 353.74 (i) Proposed Final Dividend 14 87 14.87 (ii) Tax on Proposed Final Dividend 2.47 2.53 (Hi) Interim Dividend 10.29 10.29 (iv) Income Tax on the Interim Dividend 1.75 1.75 (v) General Reserve 24.00 44.78 (vi) Balance carried forward to next year 82.71 279.52 136.09 353.74 DEFERRED TAX

In terms of the Accounting Standard on Accounting for Taxes on Income (AS-22) a sum of Rs.202.29 crore has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of sections 205A and 205C of the Companies Act, 1956 read together with General Circular no. 22/2002 dated 23rd September, 2002 issued by the Department of Corporate Affairs, the Company deposited about Rs. 13.26 Lac, being Unclaimed Dividend and interest on Fixed Deposits of the Company as welt as that of an earlier merged Company, during the year under review in the Investor Education and Protection Fund created by the Central Government.

DIVIDEND

The Board of Directors in its meeting held on 30th October, 2009 declared an interim dividend and today has recommended the final dividend for the year ended 31st March, 2010 on Ordinary Shares as under: 31st March, 31st March, 2010(Rs.) 2009(Rs.) Interim on 4,57,43,318 Ordinary Shares of Rs.10/-each @ Rs.2.25 per Share 10.29,22,406 10,20,22,406 (Previous year 2.25 per Share)

Final on 4,57,43,31.8 Ordinary Shares of Rs.10/-each @ Rs. 3.25 per Share 14,86,65.784 14,86,65,784 (Previous year Rs.3.25 per Share)

Thus, the total dividend of Rs.5.50 per share, as per detail given herein above, has been paid / recommended by the Board for the financial year ended 31.03.2010.

AUDIT REPORT

As regards paragraphs 3.1 (b) and 3.2(a) referred to by the Auditors in its Report, the physical verification of the fixed assets (in phased manner) and inventories as referred in para nos. 3.1(b) and 3.2(a) respectively at the Spun Pipes & Foundries Section of the Company, could not be carried out due to continued suspension of work and barricade in front of the factory gate by a section of workers at the said Section. So far as paragraphs 3.9(b) and 3.16 of the report are concerned, the same are self-explanatory and need no further explanation.

Regarding the paragraph 3.19 of the Report, the neccessary security or charge pending to be created in respect of Short-term Debentures with be created within the stipulated time provided by law if not redeemed before. Further, the immovable properties of Birla Tyres a Section of the Company at Uttarakhand, could not be created due to continuing verification of search report of the said properties by the empanelled lawyer of the Lead Banker, State Bank of India. The Short-term Debentures issued during the year were redeemed before the security could have been created within the stipulated period provided by law.

Further, paragraph 4(f) referred to by the Auditors in its Report is self-explanatory and requires no explanation.

GENERAL REVIEW

During the year under review our turnover for the first time crossed Rs.5,000 Crore. This has been primarily due to the increase in sales of Tyre Section from Birla Tyres Unit-ll at Laksar, Haridwar. Birla Tyres Unit-Ill and Unit-IV related to Truck / Bus Radial and Motor Cycle / LCV tyres started Commercial Production in March, 2010 and October, 2009 respectively. Capacity at Vasavadatta Cement was also increased which started Commercial Production in August, 2009.

The total benefit in top line and bottom line for all these expansions will get reflected in the coming year.

The profitability of the Company during the year has also increased due to good results of Cement Sections and enhanced capacity of Tyre Sections besides good treasury management and cost control effected throughout the Company. Rayon Section also showed higher profitability due to strong domestic demand.

Work at Spun Pipe Section continues to be under suspension.

CEMENT SECTIONS Vasavadatta Cement

Your Directors are pleased to report that the expansion undertaken at this section by setting up the 4th Unit comprising of Cement capacity of 1.65 million ton per annum and thermal power plant of 17.5 MW has been completed. After completion of trial run, commercial production of Cement has started from 7lh August, 2009.

Operational performance of this section continues to be good and it has achieved highest ever production of Clinker as well as Cement during the year. Production figures of this section given hereunder include 1;29,300 metric ton of clinker and 76,610 metric ton of cement produced during trial run of the 4th Unit:

Production 2009-10 2008-09 (Metric Ton) (Metric Ton) Clinker 42,98,390 34,41,496 Cement 42,03,373 39,24,589

Cement dispatches were adversely affected due to non-availability of adequate wagons and as a result clinker to the extent of 4,52,045 metric ton was sold during the year.

The Section has achieved higher production despite several challenges such as substantial build-up of new capacity by other companies in the industry, lack of corresponding pickup in demand, shortage of rail wagons for movement of cement, coal and raw materials and unsatisfactory coal availability position in absence of adequate coal linkage arrangements. However, quality of its products, established brand image and proper logistic management have enabled the section to achieve good performance in a year characterized by continued slowdown in the construction sector and weak monsoon. Due to surplus capacity, cement prices were not able to keep pace with rising costs for major part of the year resulting in pressure on margins. Stimulus measures undertaken by the Government, particularly reduction in excise duty, encouragement to infrastructure development and improving liquidity in the economy have however, helped to maintain the growth momentum.

Captive power generation was 445.07 million KWH during the year under review as against 336.12 million KWH during the previous year. Captive power generation catered to about 98% of the total power requirement of the section. 54.15 million KWH being 12.17% of the power generated from the power plants was sold to Gulbarga Electricity Supply Company Ltd. The unit is also exploring the possibilities of power generation from Waste Heat Recovery System which Further, the Company is also exploring possibilities of further expansion or a Green field unit in nearby area.

As a part of corporate social responsibility, the unit has undertaken various social welfare and community development activities such as construction of water tank and childrens park, plantation of trees, water conservation, health camps, distribution of agricultural implements to the villagers, vocational training and stall development activities, etc. in its surrounding areas.

In the year 2009-10, the Section received two prizes in the Mines Safety Week under the aegis of DGMS - Drilling & Blasting First Prize and Method of Working 2nd Prize. Also in the various Safety Day 2010 (GRISD) celebration, our employees bagged various prizes.

Apart from the above, seven Scout & Guide students of our School - Vasavadatta Vidya Vihar have won recently, the coveted Award of Rashtrapati Puraskar.

Industrial relations with the employees were good during the year.

Kesoram Cement

Production figures of mis Section are as under:

Production 2009-10 2008-09 (Metric Ton) (Metric Ton) Clinker 11,61,200 10,97,175 Cement 13,78,833 15,11,615

This Section also has achieved highest ever production of Clinker. However, Cement production and dispatches were adversely affected due to Telangana agitation and paucity of Railway wagons for movement of cement. Consequently, the Section had to sell 55,024 metric ton of clinker. There was substantial capacity expansion also in Andhra Pradesh, which had put pressure on sales realizations and profitability of the Section. However, from the month of March 2010, cement prices are improving and are expected to improve further in coming months.

The unit has built-up an excellent brand image of its blended cement "BIRLA SHAKTI" and was able to market about 81% of its total output in PPC cement segment.

There has been substantial increase in cost of raw materials and coal. However, Management has taken various control measures to keep the cost of cement under control.

Captive Thermal Power Plant of this Section generated 113.29 million KWH of power, out of which 0.03 million KWH were supplied to APTRANSCO. In this Section, about 82% of the power requirement of the cement plant is met from the Captive generation and balance power was purchased from APTRANSCO. Captive Power Plant plays a vital role in improving the cost competitiveness and providing quality power to the Section. In view of this, the Section is considering the feasibility of power generation by Waste Heat Recovery System.

The suit challenging the vafidity of imposition of Electricity Duty on captive power generation @ 25 paise per Unit from 17.07.2003 by the Government of Andhra Pradesh is still pending before the Honble High Court of Andhra Pradesh.

The Section bagged the FAPCCI (Federation of Andhra Pradesh Chambers of Commerce & Industry) Award of EXCELLENCE IN WORKERS WELFARE for the year 2008-09, which was presented by the Honble Chief Minister of Andhra Pradesh SriK. Rosaiah on 5th April 2010.

Basantoagar Limestone Mines of this Section bagged two 1st prizes for "Environmental & Health Management" and "Maintenance and Operation of Heavy Earth Moving Equipments" and 2nd prize for "Drilling and Blasting" from the Director General of Mines Safety, Hyderabad during the Mines Safety Week celebrations.

As a part of corporate social responsibility, the Section is continuing the rural and community development and welfare activities in nearby villages by running of Agricultural Demonstration Farm, Model Dairy Farm, Vocational Training Centre for Youth, Distribution of agricultural implements, Sewing Machines, Tri-cycles for physically challenged people, Animal Health Camps, Blood Donation Camps, Pulse Polio Programs and promotion of Self Help Groups of women for their economic development etc.

Industrial relations were cordial during the year.

BIRLA TYRES SECTIONS

The gross turnover of the Section this year hasbeen Rs.2,849.62 Crore as compared to Rs.1,947.23 crore showirtgan increase of about 46.34% compared to last year. In spite of stiff competition, we have been able to increase our market share from 15% to 18%. The export sales for the year under review amounted to Rs 361.48 crore as against Rs 240.41 crore in the previous year.

Though the Section has recorded commendable sales growth but due to sharp increase in raw material prices particularly of rubber in quarter III and quarter IV, profitability has been adversely affected.

The Companys worid©lass Green field facility for production of Motor Cycle/LCV and Truck/ Bus Radial tyres started commercial production in October, 2009 and March, 2010 respectively.

The board has approved further expansion of capacity to produce Truck/Bus Radial tyres by 85 MT/day at Haridwar and for Passenger Car Radial tyres of 80 MT/day at Balasore involving capital outlay of Rs. 350 Crore and Rs. 450 Crore respectively. The civil construction for the above expansions is in Ml swing and orter for the major productions in both the projects are likely to commence by March, 2011.

The Section continues to have the distinction of being certified for ISO-9001, TS-16949, ISO-14001, SA-8000, OSHAS-18001 and TPM.

Relations with employees have been cordial and conducive to growth during the year.

RAYON & TRANSPARENT PAPER SECTIONS

Amidst challenging environment, performance of VFY (Viscose Filament Yarn) business is satisfactory. Strong domestic demand and higher penetration in export market led to substantial growth in volumes, coupled with reduction in the cost of all the major raw materials - pulp and sulphur, the Sections operating margin improved in spite of the steep hike in coal & electricity costs. Margins in future, are likely to decline from Current level due to upward trend in pulp and sulphur prices. Export demands are also likely to be impacted due to stiff competition from China and the imposition of Anti-dumping duty by the Government has not been of much help in arresting cheap imports in the country. The exports were 612 M.T. against 521 M.T. of previous year.

The T.P (Transparent Paper) business continues with unfavourable market environment resulting into poor realization mainly due to competition with cheaper imports & substitutes. As a result of the above, again the production capacity of this Section could not be fully utilized. The exports were 293 M.T. against 306 M.T. of previous year. The recent hike in the rate of Excise Duty will further impact the demand and profitability of this product.

The performance of Sections chemical business was satisfactory despite the prevailing global economic conditions and cheap imports.

Relations with the employees were cordial during the year.

SPUN PIPES SECTION

The factory of this Section continues to be under suspension of work on and from 2th May, 2008. The blockade and barricade in front of the factory gate is continuing, as a result finished goods and other material tying inside the factory could not be removed. All finished goods outside the factory have been sold.

During the year Rs 4.53 crore were recovered against old outstanding while sale was of Rs.0.35 crore only.

HINDUSTHAN HEAVY CHEMICALS SECTION

The production figures of the Section were as under:

Production 2009-10 2008-09

Caustic Soda Lye 11,663 MT 11,737 M.T. Sulphuric Acid 19,061 MT 19,139 M.T. Hydrogen Gas 7,53,453 M3 8,18,882 M3

Demand for Caustic Soda was subdued during the year due to slow down in Aluminium sector. However, there was improvement in demand for joint products - Chlorine and Hydrochloric Acid - towards the end of the year. Production of Caustic Soda was affected due to frequent breakdowns and power trippings. Production of Hydrogen Gas was lower due to lesser demand from Vanaspati Industry in the first half of the year but improved considerably towards end of the year.

The Section continues to enjoy certificates for Quality and Environment management under ISO-9001-2000 and ISO-14001-2004.

The Section takes various measures on its own and also in collaboration with various government agencies for improving awareness of environment and safety.

Relations with employees continue to be cordial.

EXCLSE DUTY

During the year under review a sum of Rs289.98 crore (Rs 414.35 crore in 2008-09) was paid on account of Excise Duty on various products manufactured and sold by your Company.

INSURANCE

Appropriate Insurance cover has been taken for the properties of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by the Company;

ii) appropriate Accounting Policies, as mentioned in Schedule 17, have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31ST March, 2010 and of the profit of the Company for the financial year ended on that date;

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

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

CORRORATE GOVERNANCE

Adequate steps to ensure compliance of all the mandatory provisions of Corporate Governance as amended in the Listing Agreements of the Stock Exchanges with which the Companys Shares are listed have been taken and your Company has ensured its required compliance.

A separate Report each on Corporate Governance and Management Discussion & Analysis is annexed hereto as Annexure A along with Auditors Certificate for its due compliance and Annexure B respectively as part of Annual Report.

DIRECTORS

On 31st December, 2009 Shri S K Parik, Sr. President (Account, Finance & Taxation) and Secretary resigned from the services and also from the Board on 31st March, 2010 after more than 55 years of service to the Company in various capacities. Your Directors wish to place on record their appreciation for the services rendered by Shri Parik during his tenure as a Senior Executive as well as Director of the Company.

Shri K.G. Maheshwari and Shri G.B. Pande, Directors of your Company, retire from the Board by rotation but are eligible for re-election.

AUDITORS

The Company has received a requisite certificate pursuant to Sec.224 (1B) of the Companies Act, 1956 and a confirmation that Price Waterhouse, the Auditors of your Company, is complying with ongoing cycle of peer review process as required by the Statement on Peer Review issued by The Institute of Chartered Accountants of India (ICAI) together with a copy of the peer review certificate dated 30.8.2006 issued by the Peer Review Board of ICAI regarding their eligibility for re-appointment as Auditors, who retire at the ensuing Annual General Meeting and we recommend their re-appointment.

COST AUDITORS

The Company has appointed qualified Cost Auditors, in terms of the directives of the Central Government under section 233B of the Companies Act, 1956, to conduct cost audits of the various products manufactured by the Company.

PARTICULARS OF EMPLOYEES

The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report and the same is enclosed as Annexure C

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of clause 32 of the Listing agreement with the Stock exchanges is annexed hereto.

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

A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto as Annexure D.

APPRECIATION

We wish to acknowledge the understanding, support and the services of the sincere workers, staff and executives of the Company, which have largely contributed to the efficient operations & management of the Company. Your Directors also wish to place on record the valuable co-operation & support received from the Financial Institutions, Banks, the Government of India, the State Governments and the concerned local authorities.

We would also like to express sincere thanks to our Shareholders and Debenture holders for their confidence and understanding.

B. K. BIRLA Chairman K.G. MAHESHWARI Directors B. P. BAJORIA P.K.CHOKSEY G.B. PANDE AMITABHA GHOSH Kolkata, S.K.PATODIA DEEPAK TANDON P.K.MALLIK 28th April, 2010. Secretary mole-time Director MANJUSHREE KHAITAN

 
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