Directors Report of Aditya Birla Real Estate Ltd.

Mar 31, 2025

We are pleased to present the 128^th Annual Report of the Company, accompanied by the audited statement of accounts for the year ended March 31,2025. Throughout the year, the global economy encountered a number of challenges, such as the persistence of geopolitical unrest, modifications to trade regulations, and concerns about an impending recession brought on by economic upheavals that affected the global business climate, including our Company. The Company’s earnings before finance cost, tax, depreciation and amortisation (EBITDA) is lower as compared to the last year primarily due to adverse performance of the Pulp and Paper division on account of rising input costs consequent to scarcity of wood and declining realisations caused by international players dumping their products. Despite obstacles our real estate segment is nevertheless expanding rapidly, generating significant pre-sales and a healthy return on investment.

We continue to be watchful, keeping a close eye on our business operations and doing everything we can to protect the health and safety of our employees in all our offices, project sites and production facilities.

The summarized financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

('' in Crores)
PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Continuing Operations
Earnings before Exceptional items, Finance Cost, Tax, Depreciation and Amortisation and Share of Profit/ (Loss) of Joint-Venture (EBITDA)	352.21	455.88	68.04	290.83
Less: Finance Cost	140.14	90.78	45.75	29.86
Profit before Exceptional items, Tax, Depreciation and Amortisation and Share of Profit / (Loss) of Joint-Venture	212.07	365.10	22.29	260.97
Less: Depreciation and Amortisation expenses	55.12	50.48	63.79	59.01
Profit before Exceptional items, Tax and Share of Profit / (Loss) of Joint-Venture	156.95	314.62	(41.50)	201.96
Less: Exceptional item	(156.89)	-	(123.97)	-
Profit before Tax and Share of Profit/ (Loss) of Joint-Venture	0.06	314.62	(165.47)	201.96
Less: Share of Profit/(Loss) of Joint Venture	-	-	(13.53)	(22.40)
Profit before tax Less/(Add):	0.06	314.62	(179.00)	179.56
Current Tax	35.78	72.29	86.18	117.45
Current Tax pertaining to earlier year	-	-	1.08	-
Deferred Tax	...........................(20.67)	20.66	(117.52)	.............................(66.14)
Profit after tax from continuing operations Discontinued Operations	(15.05)	221.67	(148.74)	128.25
Add / (Less):
Profit / (Loss) before tax from discontinued operations	(13.38)	105.62	(13.38)	108.26
Loss on measurement to Net Realisable Value	-	(214.00)	-	(214.00)
Tax (Expense)/ Income of discontinued operations	4.68	37.87	4.68	37.87
Loss from Discontinued Operations	(8.70)	(70.51)	(8.70)	(67.87)
Net Profit for the year	(23.75)	151.16	(157.44)	60.38
Other Comprehensive Income	(2.86)	(1.00)	(3.11)	(1.40)
Total Comprehensive Income	(26.61)	150.16	(160.55)	58.98
(Gain)/Loss Attributable to Non-Controlling Interest	-	-	(3.84)	(9.85)
Total Comprehensive Income of the Company	(26.61)	150.16	(164.39)	49.13
Retained Earnings
Balance brought forward	2053.58	1958.65	1654.85	1660.95
Total Comprehensive Income for the year	(26.61)	150.16	(164.39)	49.13
Equity Dividend	(55.23)	(55.23)	(55.23)	.............................(55.23)
Balance carried forward	1971.74	2053.58	1435.23	1654.85

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of the Annual Report).

2. DIVIDEND:

The Board of Directors has recommended a dividend of 20% i.e., ''2/- (Rupees Two Only) per share, of the face value of ''10/- each, out of the past profits i.e Retained Earnings, for your approval which will be subject to applicable tax in the hands of shareholders. This dividend will be paid when declared by the shareholders, in accordance with law. The aggregate amount of dividend will absorb ''22.34 Crores. Last year the dividend was paid @ 50% subject to applicable tax in the hands of shareholders.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves out of retained earnings, for the year ended 31^st March, 2025.

4. SHARE CAPITAL:

The Company’s paid-up equity Share Capital remains at ''111.69 Crores as on 31^st March, 2025. The Company has not issued any Shares or Convertible Securities during the year.

5. EXPORTS:

The total exports of the Company for the FY 2024-25 amounted to ''180.18 Crores (Previous year ''415.02 Crores) representing about 4.81% of its turnover including discontinued operations.

6. CREDIT RATING:

Your Company has a sound balance sheet and sufficient liquidity. CRISIL reaffirmed their credit rating to the Company’s long-term and short-term financial instruments as ''CRISIL AA’ and ''CRISIL A1 ’, respectively. This demonstrates your Company’s ability to manage its finances well and meet the financial commitment on time.

7. DISCONTINUED OPERATIONS:a. Birla Century Textile Division:

As reported last year, most of the operations of Company’s Textile plant, Birla Century located in Jhagadia, Bharuch, Gujarat were discontinued except some minor manufacturing activities and other related tasks such as supplying yarn to Birla Advanced Knits Pvt. Ltd. (BAKPL), a joint venture of the Company and Grasim Industries Limited, were retained. However, pursuant to discontinuation of operations of Birla Century plant, economic advantages to BAKPL like common utility, shared manpower & integrated operations with Siro Yarn Spinning were affected and hence the operations of BAKPL became non-viable and accordingly the complete operations of Birla Century plant have been discontinued.

b. Sale of Century Yarn and Century Denim:

As regards sale transactions in respect of Century Yarn and Denim Units within the textile segment, the dispute initiated by the Labour Commissioner by way of reference, pursuant to the directions of the High Court, before the Industrial Tribunal, Madhya Pradesh, remains sub-judice. The Company is taking requisite legal steps to defend the aforementioned reference.

c. Sale of Century Pulp & Paper Division:

As you are aware, on March 31, 2025, the Board authorised the sale of the Century Pulp & Paper (CPP) Division to ITC Limited (ITC) on a slump sale basis as a strategic portfolio choice and to unlock value for the shareholders. This strategic shift is a major turning point that allows us to concentrate only on our real estate business, strengthening operations and pursuing new projects in the Real Estate sector. The transfer of the Pulp & Paper Business will be for a lumpsum cash consideration of ''3498 Crores, to be paid by ITC to the Company. Business Transfer Agreement (BTA) has been executed by the Company and ITC on 31^st March, 2025. The transaction is

expected to be consummated by the end of first half of 2025-26 subject to receipt of statutory approvals, fulfillment of conditions laid down in the BTA and your approval. The business operations will continue to be reported in the books of the Company i.e. ABREL until the deal is consummated, although certain agreed Capital expenditure during this period will be reimbursed by ITC. Over the years, CPP has become synonymous with strong performance and high sustainability standards. The Company is pleased to have found in ITC, a credible and well-established player to take CPP to the next level in size and value.

8. EXPANSION & MODERNISATION:Pulp and Paper :

As part of technical upgradation and production enhancement, following initiatives have been taken-• Paper Plant :

Paper Machine-1 & 2 (PM1 & 2):

Trim blowers of winders were upgraded to improve the speed of the winder.

Paper Machine-2 (PM2):

QCS scanner was upgraded to improve the quality consistency.

Paper Machine-3 (PM3):

DCS logics modified for ratio control and chemical dosing with external reference set points. Flow meters installed in duo former for measuring and controlling dewatering for quality improvement. Pressure transmitter installed in duo former, and its value and trend displayed in DCS for better visibility of changes in process.

Paper Machine-4 (PM4):

New generation network switches upgraded from 100 mbps to 10000 mbps for overcoming DCS hanging problem. Switched over to Single vendor chemicals from reliability and improving wet end chemistry.

Board machine:

To increase service levels and cut quality,

installed two new sheeters from M/s. Pasaban (Spain). Edge Deckle for middle ply was upgraded to Voith’s New Edge Deckle S technology.

Tissue machine 5:

We have upgraded QCS to improve the quality assurance. Yankee Chemical skid was also upgraded to improve the runnability of the machine.

• Pulp Mill:Bagasse:

Dilution factor concept of washing introduced to reduce dilution of black liquor and improve washing.

WPP :

New screening system was installed from AFT to improve the quality of the pulp.

PGP :

PGP plant was restarted after stopping for nearly 10 months and capacity was increased to 150 Tons/day. New screening plant installed and commissioned from Parason to improve pulp quality.

• Recovery Plant:

4^th stage causticizer rehabilitated and taken in service.

• Caustic distribution:

It was centralized to reduce inventory as well as to improve safety. Energy saving schemes completed.

9. DIRECTORS:a. Appointment / Reappointment / Cessation of Directors:

i. Mr. Yazdi P Dandiwala (DIN: 01055000) and Mr. Rajan A. Dalal (DIN: 00546264) were reappointed as Independent Directors of the

Company for the second term of five years i.e. w.e.f. 25^th July, 2019. On completion of their tenure, Mr. Yazdi P Dandiwala and Mr. Rajan A. Dalal ceased as Independent Directors of the Company w.e.f. 25^th July, 2024. The Directors place on record their deep appreciation for the valuable services rendered by them during their tenure as Independent Directors of the Company.

ii. Mr. K.T. Jithendran (DIN: 01181998) was appointed as an Additional Director on the Board w.e.f. 15^th July, 2024 who held the office till the conclusion of the 127^th Annual General Meeting (AGM) of the Company. In the 127^th AGM held on 23^rd July, 2024 he was appointed as a Non-Executive and Non-Independent Director on the Board of the Company, liable to retire by rotation. Mr. Jithendran is associated with Real Estate business of the Company since 2016, with a career spanning 32 years, he has consistently demonstrated unwavering commitment to excellence and innovation. Under the stewardship of Mr. Jithendran, Birla Estates Private Limited (BEPL), wholly owned subsidiary of the Company has established itself as a real estate developer of choice with a pan India footprint, well established in the top Indian markets of NCR, MMR, Bengaluru and Pune. The advantage of his vast experience will be available for the benefit of the Company.

iii. Mr. Sohanlal K. Jain (DIN: 02843676) was reappointed as an Independent Director of the Company for the second term of five years i.e. w.e.f. 31^st October, 2019. On completion of his tenure, Mr. Sohanlal K. Jain ceased as an Independent Director of the Company w.e.f. 31^st October, 2024. The Directors place on record their deep appreciation for the valuable services rendered by Mr. Sohanlal K. Jain during his tenure as an Independent Director of the Company.

iv. Pursuant to the provisions of Articles of Association of the Company, the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Sukanya Kripalu (DIN: 06994202) was appointed as an Independent Director of the Company for a period of five years i.e. w.e.f. 30^th October, 2024 up to 29^th October, 2029 and approved by the members on 19^th December, 2024 by way of a special resolution passed through Postal ballot by remote e-voting. She is alumnus of St. Xavier’s College and the Indian Institute of Management, Calcutta. She is a consultant in the fields of marketing, strategy, advertising and market research. Her experience includes working with leading companies such as Nestle India Limited and Cadbury India Limited. She was also the CEO of Quadra Advisory, a WPP Plc group Company. The advantage of her vast experience will be available for the benefit of the Company.

v. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rajashree Birla (DIN:00022995) retires by rotation as Director, at the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment. A brief profile of Smt. Rajashree Birla is provided in the Notice of AGM. Further, in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), a special resolution would require to be passed for her reappointment as she is above the age of 75 years.

The Board recommends her reappointment.

vi. Mr. R.K. Dalmia has been appointed as the Managing Director of the Company w.e.f. 12^th August, 2022 for a period of three years till 11^th August, 2025 by the Board of Directors at its meeting held on 25^th July,

2022 and approved by the shareholders on 20^th October, 2022 through postal ballot by remote e-voting. The Board of Directors at its meeting held on 14^th May, 2025 has reappointed Mr. R.K. Dalmia as the Managing Director of the Company for a further term of two years w.e.f. 12^th August, 2025 after completion of his present tenure. The requisite special resolution for approving the re-appointment of Mr. R.K. Dalmia as the Managing Director of the Company is being placed before the members at the ensuing 128^th Annual General Meeting of the Company.

The Board recommends his reappointment.

b. Familiarization Program for the Independent Directors:

To ensure that newly appointed directors are aware of their roles and responsibilities in accordance with the Companies Act, 2013, the Company has developed a thorough familiarization process over the years. This comprehensive procedure includes a summary of the Company’s Real Estate and Pulp & Paper operations, along with the opportunities and risks that go with each other.

In order to keep directors informed and well equipped to make prudent choices, they are regularly updated on industry advancement and best practices related to the Company’s Real Estate and Pulp & Paper businesses.

c. Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, that of the Chairman, of each Director, and the evaluation of the working of its Audit, Nomination & Remuneration, CSR, and other Committees of the Board in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

All relevant elements necessary for evaluating the performance of the Chairman, of each of the directors, the Board, and its various Committees were thoroughly discussed during the Board meeting. The Nomination and Remuneration Committee meticulously developed a structured questionnaire in accordance with SEBI’s circular and recommended it to the Board. The evaluation of the Board, its committees, the Chairman and individual Directors was made easier by this questionnaire. Directors’ contributions were taken into consideration and cover a range of topics related to the Board, operations such as the adequacy of its composition, the performance of specific duties, obligations and governance.

The safeguarding of the Company’s interest and those of its minority shareholders were taken into consideration while assessing the submission of each director including the Chairman of the Board, as well as factors like level of engagement, contribution, independence of judgement, knowledge and viewpoint for discussion.

To ensure independence from management, the entire Board evaluated the Independent Directors, with the exception of the Director being evaluated. In a separate meeting, the Independent Directors evaluated the Chairman’s and the Non-Independent Directors’ performance.

The Directors were in general satisfied with the evaluation procedure.

d. Meetings:

During the year, 9 (nine) 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.

10. AWARDS, CERTIFICATES, PRIZES:

Various Divisions/Subsidiary of the Company have

received notable awards as mentioned below:

Birla Estates Private Limited (100% subsidiary):

• The prestigious "Golden Peacock Award" for the year 2025 for its unwavering commitment to excellence, quality and continuous improvements.

• Birla Niyaara, a project in Mumbai has been awarded a distinguished "Five Star Rating" and "Merit Award Winner" by the British Safety Council.

• Birla Tisya, a project in Bengaluru received the "Safety Shield" Award for Excellence in Safety from the National Safety Council of India, and the "Gold Award" for Excellence in EHS practices at the 16^th Edition of the Confederation of Indian Industry -Southern Region CII-SR EHS Excellence Awards.

• Birla Navya, a project in Gurugram was conferred the "Silver Award" at the prestigious ROSPA Health and Safety Awards 2024 and "CIDC Vishwakarma Awards 2025".

Century Pulp & Paper Division:

• The Division has received ''First prize’ in 117^th All India Farmers’ Fair and Special Prize in 116^th AgroIndustrial Exhibition-2024, organised by and held at G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand.

• ''Certificate of Appreciation’ in recognition of outstanding business association from Container Corporation of India Limited and a trophy for 1^st position as Importer Area-1 (north).

• ''Certificate of Appreciation’ from Ministry of Statistics & Program Implementation for the cooperation and participation in Annual Survey of Industries.

11. STATUTORY AUDITORS:

The Company’s Statutory Auditors, S R B C & Co.

LLR Chartered Accountants (ICAI Firm Registration

No.324982E/E300003), were first appointed for a

term of five years at the Annual General Meeting of

the Company held on 28^th July, 2016. On Completion of their said first term of five years as Statutory Auditors of the Company at the conclusion of the 124^th Annual General Meeting held on 16^th July, 2021 and being eligible under section 141 of the Companies Act, 2013 S R B C & Co. LLP were reappointed for a second term of 5 (five) consecutive years w.e.f. 16^th July, 2021 by the shareholders at the said AGM.

12. AUDITORS'' REPORT:

There is no reservation, qualification, or disclaimer in the Auditors’ Report to the shareholders. During the year under review, neither the Statutory Auditor nor the Cost Accountant & Secretarial Auditor have under Section 143(12) of the Companies Act, 2013 reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers and employees, the details of which would otherwise be required to be mentioned in this report.

13. COST AUDITORS AND COST AUDIT REPORT:

The Company must maintain cost accounts and cost records for various manufacturing activities in accordance with Section 148 of the Companies Act, 201 3 read with the Companies (Cost Records and Audit) Rules, 2014, and these records must be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2023-24 was filed with the Ministry of Corporate Affairs on 30^th July, 2024. M/s. R. Nanabhoy & Co., Cost Accountants, were appointed as the Company’s Cost Auditor.

Your directors have on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Pulp & Paper products of the Company for the financial year 2025-26 at a remuneration of ''0.60 lac. 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 proposed resolution seeking the members’ ratification for the

remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, is included in the Notice convening the Annual General Meeting of the Company.

14. 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. Sanjay Sangani & Co., Company Secretaries in Practice (CP No.3847), to undertake the Secretarial Audit of the Company for a term of five consecutive financial years commencing from 1^st April, 2025. The Secretarial Audit Report for the year ended 31^st March, 2025 is annexed herewith as ‘Annexure-I'' to this Report. The Company has complied with all applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to the meetings of the Board including its Committees and General Meetings which have mandatory application during the year under review. The Secretarial Audit Report does not contain any adverse qualification, reservation, remark, or disclaimer.

The Secretarial Audit Report of its unlisted material subsidiary viz. Birla Estates Private Limited is annexed as ‘Annexure I(a)'' to this Report and the said Secretarial Audit Report does not contain any adverse qualification, reservation, remark or disclaimer.

15. FIXED DEPOSITS:

During the year, the Company has not invited or accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. LOANS, GUARANTEES AND INVESTMENTS:

The Consolidated and Standalone Financial Statements of the Company include information about the details of loans and guarantees given and securities provided, and the investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013.

17. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The details pertaining to the transfer of unclaimed dividend and unclaimed shares to IEPF are given in the Corporate Governance Report which forms part of this Annual Report.

18. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges 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 the annual accounts for the year ended on 31^st March, 2025 and states that:

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

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

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis.

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

19. CTIL EMPLOYEE STOCK OPTION SCHEME 2023:

At a meeting held on 16^th January, 2023, the Board of Directors approved the formulation of an Employee Stock Option Scheme viz. CTIL Employee Stock Option Scheme 2023 ("ESOS 2023" or "Scheme") in terms of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (SEBI SBEB and SE Regulations). The Board mandatedtheNominationandRemuneration Committee to implement and administer ESOS 2023. The Shareholders of the Company had approved ESOS 2023 on 09^th March, 2023 by way of postal ballot under which the Company may create, offer, and grant from time to time, in one or more tranches, not exceeding 17,25,000 employee stock options to its employees as defined in the aforesaid scheme working exclusively with the Company and its group company(ies) (as defined under SEBI SBEB and SE Regulations) including subsidiary company(ies) and associate company(ies) of the Company. For implementation of the Scheme, a trust viz. ''CTIL Employee Welfare Trust’ was formed which acquired 12,52,480 equity shares of the Company through secondary acquisition on the platform of a recognized Stock Exchange for cash consideration during 202324. As per Ind AS, purchase of own equity shares is treated as treasury shares and is disclosed under ''Other Equity’ in the Financial Statements. Each option when exercised would be converted into one fully paid-up equity share of ''10/- each of the Company. The Company has granted 12,01,249 options to the eligible employees of its wholly owned subsidiary viz. Birla Estates Private Limited as per the Scheme. During the year, 89,457 options were vested on 01^st July, 2024, of which 83,780 options were exercised by employees at predetermined exercise price and paid the requisite consideration to the Trust. Accordingly, 83,780 equity shares were transferred to the eligible employees who have exercised their options. As on 31^st March, 2025, the trust holds 11,68,700 equity shares of your Company for transfer to the eligible employees under the Scheme upon exercise of options.

Further, in accordance with SEBI SBEB and SE Regulations, the Nomination and Remuneration Committee of the Board in March, 2025 has extended the validity period for grant to the eligible employees under the scheme of remaining ESOP pool balance of 51,231 options ending on 31^st March, 2025 by one more financial year i.e. up to 31^st March, 2026.

The Scheme is in compliance with the SEBI SBEB and SE Regulations and the approval of the shareholders and a certificate to that effect from the secretarial auditors of the Company will be available on our website www.adityabirlarealestate.com for inspection by the shareholders. The web-link for the details on the aforesaid Scheme as required to be disclosed in terms of SEBI SBEB and SE Regulations are placed on the Company’s website which is https:// www.adityabirlarealestate.com/abrelcms/uploads/ policiescodesothers/policiescodesothers_1751545778.pdf

20. KEY MANAGERIAL PERSONNEL:

Mr. R.K. Dalmia is the Managing Director of the Company. Mr. Snehal Shah is the Chief Financial Officer and Mr. Atul K. Kedia is Joint President (Legal) & the Company Secretary of the Company.

21. 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 the Corporate Governance norms stipulated is annexed to this Annual Report on Corporate Governance.

22. AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee is comprised of four members and all of them are Independent Directors. 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 has not accepted the recommendations of the Audit Committee. The Company has a vigil system in place that allows Directors and Employees, to report legitimate

concerns about any unethical or wrongdoing pertaining to the Company or its operations or affairs. This policy allows whistleblowers to formally report malpractices, abuses, misuses of authority, fraud, and violation of the Company’s policies or rules, negligence, manipulations, endangering public health and safety, misappropriation of monies, unethical behavior and other matters or activities that affect or are likely to affect the Company’s interests. According to the policy any protected disclosure can be addressed to the Vigilance and Ethics Officer of the Company or in extreme circumstances the Chairman of the Audit Committee or Managing Director. Every protected disclosure made in accordance with this policy must be documented 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.adityabirlarealestate. com.

23. RISK MANAGEMENT:

The Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identifies potential risks and assesses their potential impact with the objective of taking timely action to mitigate the risks, as provided under the Enterprise Risk Management (ERM) Framework of the Company.

The Audit Committee has also been delegated with the responsibility of 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.

Financial & Economic Risk, Operational Risk, Competition Risk, Cyber Security & Data Protection

Risk, and compliance with all relevant laws & regulations are the main risks that the Company has identified. The Company has a well-defined ERM Policy & mechanism to mitigate these risks.

Business Continuity Management System (BCMS) policy document consisting of Business Continuity plan including policy / procedures / manual of the Company have also been approved by the Board for implementation. The Company reviews the risk register periodically, to align with the changes in the economic environment, market practices and regulations. The top risks of the Company and its businesses are reviewed at least twice in a year by the Risk Management Committee. The last such review was done on 24^th March, 2025.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee, chaired by Smt. Rajashree Birla. The Committee recommends to the Board activities as specified in Schedule VII of the Companies Act, 2013 to be undertaken during the year. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Company has also in place a CSR Policy and the same is available on the Company’s website: www.adityabirlarealestate.com. As per the CSR Policy, the Company actively contributes to the social, environmental and economic development of the local communities and builds a better sustainable way of life for the weaker sections of society, through engagement in the areas of Education, Promotion of Sports activities, Sustainable Livelihood & Women Empowerment, Infrastructure Development, Health Care and Environmental Sustainability etc. The projects are primarily undertaken in neighbouring villages around the Company’s plant location. During

the year under review, the Company has identified and approved CSR projects of ''7.48 Crores as against ''7.47 Crores required to be spent during the financial year 2024-25 being its statutory obligation. The Company has spent ''4.18 Crores, against ''7.47 Crores towards identified and approved CSR initiatives covered under Schedule VII of the Companies Act, 2013 directly and through the implementing agencies. Further, ''3.30 Crores remaining unspent for the year 2024-25 relating to an ongoing project have been deposited in a separate bank account in terms of section 135(6) of the Companies Act, 2013. During the year, the Company undertook several projects covering promotion of education (inclusive of providing scholarship for needy and meritorious students through A World of Opportunity Foundation - AWOO), animal husbandry, promotion of sports activities, rural infrastructure development, construction of war widows blocks etc. Through Mpower the Company also provided awareness of mental health which has become increasingly prominent in recent times. The Company reached out to about 208 locations across 24 States and 6 Union Territories.

As a caring and socially conscious Company, we are committed to supporting the poorer and more marginalized segments of society. Our goal is to help them live better, sustainable lives and to contribute in improving the nation’s human development index. The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ‘Annexure II'' forming part of this Report.

25. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four members, of which three, including the Chairman of the Committee, are Independent Directors.

The salient features of Company’s Remuneration Policy are attached as ‘Annexure III'' and form a part of this Report. The Remuneration Policy

is available on the website of the Company viz. www.adityabirlarealestate.com.

26. RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm’s length 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 conflicted with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

Prior approval of the Audit Committee is obtained for all the related party transactions. Further, prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered 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 its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website.

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

The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provide 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. Mr. Yazdi P Dandiwala, a Senior Partner in the said firm of Solicitors was one of the Directors of the Company for a part of the year i.e. up to 24^th July, 2024.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria

of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI Listing Regulations. In the opinion of the Board there has been no change in the circumstances which may affect the status of independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all the Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

During the year 2024-25, no significant material order has been passed by any Regulator or any Court or Tribunal, which has any material impact on the financial position of the Company except the one as mentioned below:

The Company was entitled to the Worli West Colony, Mumbai land bearing C.S. No.1546 (Block A under the Scheme) admeasuring 25543.68 sq mtrs (equivalent to 6.31 acres) leased by Improvement Trust Board (now Municipal Corporation of Greater Mumbai i.e. MCGM) w.e.f. 1^st April, 1927 to erstwhile Century Textile Mills of the Company for housing workmen and as per the terms under the governing statute of Poorer Classes Accommodation Scheme. On the expiry of the 28 years period of lease the said land was to be in the ownership of the Company, as it had paid full cost of the scheme (including cost of land) and had constructed the Poorer Classes Accommodation at its cost. The said Poorer Classes Accommodation was till date being maintained by the Company. Pursuant to the expiry of the lease, the Company had been in undisturbed and uninterrupted possession of the said land and has been paying the property tax.

MCGM however did not take any steps to formally convey the said land to the Company as was required under the terms of the scheme and Improvement Trust Acts. The Company was ultimately compelled to file a writ petition bearing No.WP295 of 2017 before the High Court of Bombay seeking a formal conveyance of the land in its favour. The Hon’ble High Court of Bombay had passed a judgement dated 14^th March, 2022 inter alia directing MCGM to execute a formal conveyance in favour of the Company. MCGM filed an appeal in the Hon’ble Supreme Court against the said High Court Judgement and the Hon’ble Supreme Court by its judgement dated 7^th January, 2025 has allowed the said Appeal and accordingly the impugned judgement of the High Court dated 14^th March, 2022 has been set aside and the writ petition filed by the Company is dismissed.

In view of the above, the Company has surrendered the aforesaid leasehold land to MCGM.

29. INTERNAL FINANCIAL CONTROL:

Strong internal financial control systems that are adapted to the scope, complexity, and size of the Company’s operations are maintained. These controls were tested throughout the year, and no reportable material weaknesses were found. Sufficient policies and procedures are in place to ensure the efficient and orderly conduct of business operations. These include asset protection, adherence to the Company policies, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and timely generation of trustworthy financial information.

Throughout the review period, the Company did not encounter any instances of fraud. The internal auditor diligently monitors and assesses the effectiveness and sufficiency of internal control systems. Based on the internal auditor’s report, corrective actions are initiated by respective departments to reinforce controls in their respective domains. Significant audit findings and subsequent corrective measures are presented to the Audit Committee of the Board for review.

30. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year, Birla Estates Private Limited (BEPL), a wholly owned subsidiary (WOS) of the Company, incorporated six Companies (WOS) viz. Vypak Properties Private Limited, Ekamaya Properties Private Limited, Tarusa Properties Private Limited, Unnatam Properties Private Limited, Vibhavya Properties Private Limited and Isira Realcon Private Limited (formerly known as Adyasha Properties Private Limited). Additionally, BEPL has three LLPs viz. Avarna Projects LLP, Birla Tisya LLP and Birla Arnaa LLP

Birla Century Exports Private Limited (BCEPL), a wholly owned subsidiary of the Company, was sold to BEPL during the year for ''0.09 Crore. BEPL acquired from the Company the whole of the registered and beneficial ownership of BCEPL w.e.f. 31^st December, 2024. Following the aforesaid acquisition of BCEPL, the name of BCEPL was changed to Vardhita Properties Pvt. Ltd. ("Vardhita") and its objects were altered from "exporting and dealing in textiles" to "engaging in real estate activities". Vardhita raised funds through various instruments during the year from BEPL and MJR Investment Pte Ltd (MIPL) resulting in Vardhita becoming a joint venture of BEPL and MIPL. During the year, Vardhita registered a loss of ''6.23 Crores out of which Company’s share is ''5.61 Crores and ''0.62 Crores is attributed to the other Joint Venture Partner viz. MIPL (previous year profit of ''1.67 Crores of BCEPL- being wholly owned subsidiary for FY 2023-24). The project ''Birla Evara’ at Sarjapur, Bengaluru, was launched by Vardhita in FY 2024-25.

BEPL is engaged in several ongoing projects, including ''Birla Niyaara’ and ''Silas’ in Worli, Mumbai, ''Birla Navya’ (under Avarna Projects LLP) in Gurugram, ''Birla Tisya’ in Rajaji Nagar, Bengaluru (under Birla Tisya LLP) and ''Birla Trimaya’ Phase-I in Devanahalli, Bengaluru (under Birla Arnaa LLP). This year, five new projects were successfully launched viz. ''Birla Evara’ (under Vardhita Properties Private Limited) and ''Birla Ojasvi’ in Bengaluru, ''Birla Punya’ in Pune, ''Birla Arika’

in NCR and ''Birla Anayu’ in the prestigious Malabar Hill, Walkeshwar, Mumbai. Additionally, a new phase ''Avik’ of ''Birla Navya’ in NCR and Phase II & III of ''Birla Trimaya’ in Bengaluru were launched. BEPL along with its subsidiaries registered a profit after tax of ''18.35 Crores, compared to ''12.77 Crores in the previous year.

Your Company has adopted a policy on determination of material subsidiaries in line with the SEBI Listing Regulations. The policy aims to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries.

In terms of threshold limit laid down under the SEBI Listing Regulations, Birla Estates Private Limited is a material unlisted subsidiary of the Company for the FY 2024-25 and no other subsidiary is a material subsidiary.

CTIL Community Welfare Foundation, a not-for-profit Company incorporated under Section 8 of the Companies Act, 2013 (wholly owned subsidiary) for undertaking Charitable and Corporate Social Responsibility (CSR) activities of the Company registered a deficit of ''0.58 lac (previous year surplus of ''0.16 lac).

Industry House Ltd., in which the Company holds about 35% of equity share capital, is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with those of the Company as there is no requirement for the same as per the Ind-AS 28.

As reported in earlier years your Company had formed a 50:50 Joint Venture in collaboration with Grasim Industries Limited namely ''Birla Advanced Knits Private Limited’ (JV Company) to manufacture Circular Knit Fabrics. The project is located at the existing Birla Century Campus in Bharuch District. The operations of JV Company became unviable due to discontinuation of Birla Century Plant as economic advantages to JV Company like common utility, integrated operation with Siro Yarn Spinning and shared manpower were affected. Accordingly, the

Board of Directors at its meeting held on 14^th May, 2025 approved the sale of shares / sale of assets of the JV Company and also approved provision for making payment towards liabilities of JV Company as well as write off the investments in the said JV Company. The Transaction is likely to close by first half of FY 2025-26 after approval of the other joint venture partner viz. Grasim Industries Limited. During the year, the JV Company registered a loss of ''63.30 Crores (previous year’s loss of ''44.79 Crores).

The highlights of the performance of the Subsidiaries, Joint Ventures, Associates and their contribution to the overall performance of the Company are mentioned in Form AOC-1.

31. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any. A separate statement containing the salient features of its subsidiaries, associates and joint venture in the prescribed form AOC-1 is annexed separately.

32. 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 set out in ‘Annexure IV'' hereto.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace. During the year under review, the Company has received one complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same was investigated in accordance with the

procedures prescribed and has been disposed off by taking appropriate action. This complaint received during the year was outstanding as on 31^st March, 2025 and as on the date of this report, there is no outstanding complaint. The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

A separate section of Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations.

35. PARTICULARS OF EMPLOYEES:

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in the ‘Annexure V'' hereto and the same forms a part of this Report.

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 31^st March, 2025 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining this Annexure may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 128^th Annual General Meeting and up to the date of the said Annual General Meeting

during 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 holds (by himself or along with his/ her spouse and dependent children) more than two percent of the equity shares of the Company.

36. ANNUAL RETURN:

The web-link for the Annual Return placed on the Company’s website is https://www. adityabirlarealestate.com/abrelcms/uploads/ annualreturn/annualreturnJ746783544.pdf

37. GENERAL DISCLOSURES:

i. There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

ii. There was no revision in the financial statements.

iii. The Company has not issued any sweat equity shares.

iv. The Company has not issued any shares with differential voting rights.

v. There has been no change in the nature of business except as mentioned in the item no.7 (a) & (c) of this Report.

vi. The Company has not made any application during the year under the Insolvency and

Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year.

vii. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

38. ACKNOWLEDGEMENTS:

Your directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors gratefully acknowledge all stakeholders of the Company viz. members, customers, 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 unwavering commitment and continued contribution to the Company’s well-being.

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Mar 31, 2024

We are pleased to present the 127^th Annual Report of the Company, accompanied by the audited statement of accounts for the year ended March 31,2024. As we step into a new world emerging from the Covid pandemic, our Company is navigating through uncertainties stemming from inflationary pressures post-pandemic recovery and the challenges posed by the Ukraine-Russia conflict and the Israel-Hamas war. Despite these challenges, our Company has maintained growth momentum, with improved profitability in the continuing operations for the financial year 2023-24 after accounting for all expenses and interest costs. We remain vigilant, regularly monitoring our business operations, and exerting every effort to ensure the well-being of our staff and workers across all our offices and manufacturing plants.

The summarized financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. in Crores)
PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Continuing Operations
Earnings before Exceptional items, Finance Cost, Tax, Depreciation and Amortisation and Share of Profit/ (Loss) of Joint-Venture (EBITDA)	882.71	745.29	717.67	593.30
Less: Finance Cost	96.42	69.52	35.51	34.22
Profit before Exceptional items, Tax Depreciation and Amortisation and Share of Profit / (Loss) of Joint-Venture	786.29	675.77	682.16	559.08
Less: Depreciation and Amortisation expenses	201.34	191.65	209.87	195.93
Profit before Exceptional items, Tax and Share of Profit / (Loss) of Joint Venture	584.95	484.12	472.29	363.15
Add: Exceptional item	-	134.21	-	134.21
Profit before Tax and Share of Profit/ (Loss) of Joint Venture	584.95	618.33	472.29	497.36
Less: Share of Profit/(Loss) of Joint Venture	-	-	(22.40)	(1.84)
Profit before tax Less/(Add):	..........................584.95	..........................618.33	.........................449.89	495.52
Current Tax	.................................72.29"	................................92.84	...........................n/.i!	92.84
Deferred Tax	115.11	98.99	27.39	79.54
Deferred tax relating to earlier period	.....................................0.19"''	.....................................0.55"	.....................................alg"	0.55
Profit after tax from continuing operations	..........................397.36	..........................425.95-	..........................334.86	322.59
Discontinued Operations
Add / (Less):
Loss before tax from discontinued operations	.....................(164.71)"	...........................(88.67)"''	.....................(762.6"7)"	(89.27)
Loss on remeasurement to Net Realisable Value	(214.00)	-	(214.00)	-
Tax (Expense)/ Income of discontinued operations	...........................132.57"	................................"37703"	...........................1-61.69---	31.23
Loss from discontinued operations	...................(246.20)"	.........................(57.64)	...................(244.48)	(58.04)
Net Profit for the year	151.16	368.31	60.38	264.55
Other Comprehensive Income	...............................(160)"	......................................1"T9"''	...............................(1.40)	........................................0.18
Total Comprehensive Income	...........................150.16	..........................369.50	58.98	............................264.73''
(Gain)/Loss Attributable to Non-Controlling Interest	-	-	...............................(9.85)"	........................................7.33
Total Comprehensive Income of the Company Retained Earnings	...........................150.16	..........................369.50	..............................49.13	.............................272.06
Balance brought forward	.......................79"58.65"	.......................1 "6''33783	......................1660.95-	..........................1433.57
Total comprehensive Income for the year Equity Dividend	............................T5o76" ...........................(55723)"	...........................369.50" ...........................(44.68)''"	...............................4973 ..........................(55.23)"	..............................676.06 .............................(44.68)
Balance carried forward	2053.58	1958.65	1654.85	1660.95

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of the Annual Report).

2. DIVIDEND:

The Board of Directors has recommended a dividend of 50% i.e., '' 5/- (Rupees Five only) per share, of the face value of '' 10/- each, for your approval which will be subject to applicable tax in the hands of shareholders. This dividend will be paid when declared by the shareholders, in accordance with law. The aggregate amount of dividend will absorb '' 55.85 Crores. Last year the dividend was paid @ 50% subject to applicable tax in the hands of shareholders.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves out of retained earnings, for the year ended 31^st March, 2024.

4. SHARE CAPITAL:

The Company’s paid-up equity Share Capital remains at '' 111.69 Crores as on 31^st March, 2024. During the year, the Company has not issued any Shares or Convertible Securities.

5. EXPORTS:

The total exports of the Company amounted to '' 268.94 Crores (Previous year '' 306.62 Crores) representing about 6.71% of its turnover from continuing operations.

6. CREDIT RATING:

Your Company has adequate liquidity and a strong balance sheet. CRISIL reaffirmed their credit rating as ''CRISIL AA’ / ''CRISIL A1 ’ respectively for Long-Term and Short-Term financial instruments of the Company. This stands as a testament to your Company’s sound financial management and its capacity to fulfill financial obligations promptly.

7. DISCONTINUED OPERATIONS:a. Birla Century Textile division:

Considering the operational challenges faced by our Company’s Textile plant, Birla Century, located in Jhagadia, Bharuch, Gujarat, the Board took decisive action in the early second quarter of 2023-24. It approved the initiation of a restructuring process for our Textile Business Operations at the aforementioned plant. This involved discontinuing the in-house spinning and weaving departments, with subsequent approval for the disposal of plant and machinery, relevant spares, tools, and equipment associated with these departments.

Additionally, a Voluntary Retirement Scheme (VRS) was rolled out at the plant, resulting in a majority of workers from the spinning and weaving departments opting for voluntary retirement. To optimize the utilization of the process house, the Board sanctioned the operation of the plant solely as a process house. Under this arrangement, the plant procures 1,05,000 meters of specialized greige fabrics per day through outsourcing for processing purposes.

These strategic measures have led to a substantial reduction in operating expenses. Despite vigorous efforts throughout the year to improve the financial performance of the aforementioned plant by adopting an outsourcing model and operating solely as a process house, the Unit continued to grapple with operational losses. This was primarily due to adverse market conditions, characterized by the absence of viable orders that could cover even the operational costs.

In light of these challenges, the Board of Directors convened a meeting on March 22, 2024, to review the operations of the said plant. After careful deliberation, the Board approved the discontinuation of most operations at the

plant, with only minor manufacturing activities and other related tasks, such as supplying Yarn to Birla Advanced Knits Private Limited (a Joint Venture of the Company and Grasim Industries Limited), to be retained.

b. Sale of Century Yarn and Century Denim:

As previously disclosed, the Company had sold and finalized the sale transactions concerning its Century Yarn and Century Denim Units within the Textile Segment, adhering to applicable laws. Despite the Labour Commissioner rejecting an application from a group of workers to raise an Industrial Dispute regarding the sale, the matter took a different turn following the direction of the High Court. Subsequently, the Labour Commissioner initiated a Dispute before the Industrial Tribunal, Madhya Pradesh.

The Company is currently assessing all available legal avenues to contest the aforementioned reference.

8. EXPANSION & MODERNISATION:a. Pulp and Paper:

As part of technical upgradation and production enhancement, following initiatives have been taken-

• Paper Plant:

Paper Machine-1 (PM1):

A new head box has been installed, and the cooling dryer cylinder replaced with steam dryer cylinder at PM1 for capacity enhancement from 70 tpd to 100 tpd in Cupstock and quality improvement such as Formation and GSM variation.

Paper Machine-3 (PM3):

New LineOmatic A4 Copier Sheeter installed and commissioned on 20^th September, 2023 to increase Copier sheeting capacity by 50,000 MT/annum. Apart from copier sheeting capacity increase, not only

copier packing quality will be improved but additionally there will be packing cost saving.

• Pulp Mill:Bagasse:

New Meloni filter installed and commissioned in bagasse mill to filter black liquor going to recovery plant.

WPP :

One additional digester is made operational in WPP plant and with this, unbleached pulp production is expected to increase from 90 tpd to 108 tpd.

PGP :

PGP pulp plant was stopped to improve structural safety and for other installations like higher capacity pumps etc. and the same has resumed production in April, 24 as scheduled.

• Recovery Plant:

New Evaporator was commissioned in October, 2023 and has started giving results. Firing solids increased from 62% to 70% due to which steam generation increased from 3.1 to 3.28 t/t of black liquor solids.

b. To sustain competitiveness and enhance quality, the Company continues to implement modernization and technological upgrade programs across all its units. Stringent cost-control measures are rigorously enforced across various areas and are subject to regular review. Special attention is dedicated to energy and water conservation efforts.

9. DIRECTORS:a. Appointment / Reappointment of Directors:

i. Ms. Preeti Vyas (DIN: 02352395) completed her first term of five years as an Independent

Director of the Company on 31^st March, 2024. On recommendation of the Nomination & Remuneration Committee (''NRC'') and the Board of Directors, the Shareholders of the Company approved the reappointment of Ms. Vyas on 20^th March, 2024 as an Independent Director of the Company for second term of five years commencing from 01^st April, 2024 up to 31^st March, 2029 (both days inclusive), by way of a special resolution passed through Postal ballot by remote e-voting.

ii. Pursuant to the provisions of Section 152 of the Companies Act, 2013, (''the Act’) and Articles of Association of the Company Mr. Kumar Mangalam Birla (DIN: 00012813) retires by rotation, as Director, at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. A brief profile of Mr. Kumar Mangalam Birla is provided in the Notice of AGM.

The Board recommends his reappointment.

iii. Pursuant to the provisions of Articles of Association of the Company and the Companies Act, 2013, Mr. Sunirmal Talukdar (DIN: 00920608), a Chartered Accountant having specialization and comprehensive experience in various areas such as Strategic and Tactical Planning, Mergers and Acquisitions, Corporate Governance, Project Evaluation & Financing, Equity and Debt Syndication, Internal Control / Audit Compliance, Direct / Indirect and International Taxation, Organizational Restructuring, has been appointed as an Independent Director on the Board of the Company for a period from 24^th July, 2024 to 5^th December, 2026 and Mr. Pramod Kabra (DIN: 02252403), a Chartered Accountant having vide ranging global experience in Strategy, Finance, Merger & Acquisition, Supply Chain and Innovations, has been appointed as an Independent Director on the Board of the Company w.e.f.

24^th July, 2024 for a period of five years. The advantage of their vast experience will be available for the benefit of the Company. The requisite resolutions for approving the appointment of Mr. Sunirmal Talukdar and Mr. Pramod Kabra as Independent Directors of the Company are being placed before the members at the ensuing 127^th Annual General Meeting of the Company.

The Board recommends their appointment.

b. Familiarization Program for the Independent Directors:

Throughout the years, the Company has

established a robust familiarization process for newly appointed Directors, ensuring they understand their roles and responsibilities

in alignment with the requirements of the

Companies Act, 2013. This comprehensive

process encompasses an overview of the Company''s Textiles, Pulp & Paper, and Real Estate businesses, including associated risks and opportunities.

Additionally, Directors receive regular updates on best business practices and industry developments pertaining to the Company’s Textiles, Pulp and Paper, and Real Estate segments, ensuring they remain informed and equipped to make informed decisions.

c. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Board has carried out an annual performance evaluation of its own performance; that of the Directors individually; as well as the evaluation of the working of its Audit, Nomination & Remuneration, CSR, and other Committees of the Board.

At the Board meeting, a thorough discussion was held on all pertinent factors essential for evaluating the performance of individual Directors, the Board, and its various Committees. A structured questionnaire, in line with SEBI’s

circular, was meticulously prepared by the Nomination & Remuneration Committee and recommended to the Board. This questionnaire facilitated the evaluation of the Board, its committees, and individual Directors. Inputs from Directors were considered, covering various aspects of the Board’s functioning, including the adequacy of its composition, execution of specific duties, obligations, and governance.

Whilst evaluating the performance of individual Directors, including the Chairman of the Board, parameters such as engagement level, contribution, independence of judgment, knowledge, and perspective for discussion were considered, along with the safeguarding of the Company’s interests and those of its minority shareholders.

The evaluation of Independent Directors was carried out by the entire Board, excluding the Director under evaluation, ensuring their independence from management. The performance evaluation of the Chairman and non-independent Directors was conducted by the Independent Directors in a separate meeting. Overall, the Directors expressed satisfaction with the evaluation process.

d. Meetings:

During the year, 8 (eight) 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.

10. AWARDS, CERTIFICATES, PRIZES:

Various Divisions/Subsidiary of the Company have

received notable awards as mentioned below:

Birla Estates Private Limited (100% subsidiary):

• Birla Tisya, a project in Bengaluru was awarded the "Safety Shield Award" and "Five Golden Stars Award" by National Safety Council, India recognizing exceptional excellence and performance in Occupational Safety and Health

(OSH) Management System.

• Birla Niyaara, a project in Mumbai was awarded the winner of prestigious "15^th CIDC Vishwakarma Safety Award 2024" for the best HSE practices.

• Birla Navya, a project in Gurugram was Awarded the "Platinum Award" for the Quality Excellence at "Apex India Quality Excellence Award 2023" and the "National EHS Award" in the GSS (Global Safety Summit) powered by World Safety Forum, London.

Birla Century (Textiles Division):

• SEEM National Energy Management Gold Award was successively received 3^rd time in a row from Society of Energy Engineers & Managers. This is about improving energy efficiency by any manufacturing facility.

• Greentech Safety Gold Award 2023 by Green Tech Foundation, New Delhi for Safety Excellence.

Century Pulp & Paper Division:

• The Division has received first prize in 114^th and 115^th "All India Farmers’ Fair and Agro-Industrial Exhibition" 2023 and 2024 respectively, organized by and held at G B Pant University of Agriculture & Technology, Pantnagar, Uttrakhand.

• Award for Creativity for plantation activities in 36^th Quality Circle Competition conducted by Confederation of Indian Industry (CII) at Rudrapur on 22^nd September, 2023.

11. STATUTORY AUDITORS:

S R B C & Co. LLP Chartered Accountants (ICAI Firm Registration No.324982E/ E300003), who are the Statutory Auditors of the Company were initially appointed for a term of five years at the Annual General Meeting of the Company held on 28^th July, 2016. S R B C & Co. LLP completed their said term of five years as Statutory Auditors of the Company at the conclusion of the 124^th Annual General Meeting held on 16^th July, 2021 and being eligible under section 141 of the Companies Act, 2013 were reappointed for a second term of 5 (five) consecutive years w.e.f. 16^th July, 2021 by the shareholders at the said AGM.

12. AUDITORS'' REPORT:

The Auditors’ Report to the Shareholders does not contain any reservation, qualification, adverse remark, or disclaimer. During the year under review, neither the Statutory Auditors nor the Cost Accountant & Secretarial Auditors have under Section 143(12) of the Companies Act, 2013 reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers and employees, the details of which would otherwise be required to be mentioned in this report.

13. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost accounts and cost records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs on 8^th August, 2023. M/s. R. Nanabhoy & Co., Cost Accountants, were appointed as the Company’s Cost Auditor.

Your directors have on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Textiles and Pulp & Paper products of the Company for the financial year 2024-25 at a remuneration of '' 0.90 lac.

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 proposed resolution seeking the members’ ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, is included in the Notice convening the Annual General Meeting of the Company.

14. 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, Company Secretaries in practice (CP No.1388), to undertake the Secretarial Audit of the Company for the year ending 31^st March, 2025. The Secretarial Audit Report for the year ended 31^st March, 2024 is annexed herewith as ‘Annexure I'' to this Report. The Company has complied with all applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to the meetings of the Board including its Committees and General Meetings which have mandatory application during the year under review. The Secretarial Audit Report does not contain any adverse qualification, reservation, remark, or disclaimer.

15. FIXED DEPOSITS:

During the year, the Company has not invited or accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. LOANS, GUARANTEES AND INVESTMENTS:

The details of loans and guarantees given and securities provided, and the investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Consolidated and Standalone Financial Statements of the Company.

17. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The details pertaining to the transfer of unclaimed dividend and unclaimed shares to IEPF are given in the Corporate Governance Report which forms part of this Annual Report.

18. 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 the annual accounts for the year ended on 31^st March, 2024 and state that: a. in the preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departures;

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

19. CTIL EMPLOYEE STOCK OPTION SCHEME 2023:

At a meeting held on 16^th January, 2023, the Board of Directors approved the formulation of an Employee Stock Option Scheme viz. CTIL Employee Stock Option Scheme 2023 ("ESOS 2023" or "Scheme") in terms of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (SEBI SBEB and SE Regulations). The Board mandated the Nomination and Remuneration Committee to implement and administer ESOS 2023. The Shareholders of the Company have approved ESOS 2023 on 09^th March, 2023 by way of postal ballot under which the Company may create, offer, and grant from time to time, in one or more tranches, not exceeding 17,25,000 employee stock options to its employees as defined in the aforesaid scheme working exclusively with the Company and its group company(ies) (as defined under SEBI SBEB and SE Regulations)

including subsidiary company(ies) and associate company(ies) of the Company. For implementation of the Scheme, a trust viz. ''CTIL Employee Welfare Trust’ was formed which acquired 12,52,480 equity shares of the Company through secondary acquisition on the platform of a recognized Stock Exchange for cash consideration during the year. As per Ind AS, purchase of own equity shares is treated as treasury shares and is disclosed under ''Other Equity’ in the Financial Statements. As on 31^st March, 2024, the trust holds 1 2,52,480 equity shares of your Company for transfer to the eligible employees under the Scheme upon exercise of options. Each option when exercised would be converted into one fully paid-up equity share of '' 10/- each of the Company. Further, the Company has granted 12,27,535 options to the employees of its wholly owned subsidiary viz. Birla Estates Private Limited as per the Scheme.

The Scheme is in compliance with the SEBI SBEB and SE Regulations and the approval of the shareholders and a certificate to that effect from the secretarial auditors of the Company will be available on our website www. centurytextind.com for inspection by the shareholders. The web-link for the details on the aforesaid Scheme as required to be disclosed in terms of SEBI SBEB and SE Regulations are placed on the Company’s website which is https://www.centurytextind.com/assets/pdf/ others/esop-disclosure.pdf

20. KEY MANAGERIAL PERSONNEL:

Mr. R. K. Dalmia is the Managing Director of the Company. Mr. Snehal Shah and Mr. Atul K. Kedia are the Chief Financial Officer and Company Secretary respectively of the Company.

21. 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 the Corporate Governance norms stipulated is annexed to this Annual Report on Corporate Governance.

22. AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee is comprised of four members and all of them are Independent Directors. 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 has 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 and/or unethical conduct with respect to the Company or its business or affairs. This policy provides for formal reporting by whistle blowers of malpractices, misuse or abuse of authority, fraud, and violation of the Company’s policies or rules, negligence, manipulations, causing danger to public health and safety, misappropriation of monies, unethical behavior and other matters or activity on account of which the interest of the Company is affected or is likely to be affected. The Policy requires that all protected disclosures can be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee / Managing Director in exceptional cases. All protected disclosures under this policy are to 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.

23. RISK MANAGEMENT:

The Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identifies potential risks and assesses their potential impact with the objective of taking timely action to mitigate the risks, as provided under the Enterprise Risk Management (ERM) Framework of the Company.

The Audit Committee has also been delegated with the responsibility of 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 key risks identified by the Company include financial & economic risk, operational risk, competition risk, cyber security and data protection risk and compliance of all applicable statutes and regulations. The Company has a well-defined ERM policy & mechanism to mitigate these risks.

During the year the Board approved Business Continuity Management System (BCMS) policy document consisting of Business Continuity plan including policy / procedures / manual of the Company. The Company reviews the risk register periodically, to align with the changes in the economic environment, market practices and regulations. The top risks of the company and its businesses are reviewed at least twice in a year by the Risk Management Committee. The last such review was done on 28^th February, 2024.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The Committee recommends to the Board activities as specified in Schedule VII of the Companies Act, 2013 to be undertaken during the year. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance report, which forms part of this Annual Report.

The Company has also in place a CSR Policy and the same is available on the Company’s website: www.centurytextind.com. As per the CSR Policy, the Company actively contributes to the social and economic development of the local communities and builds a better sustainable way of life for the weaker sections of society, through engagement in the areas of Education, Promotion of Sports activities, Sustainable Livelihood & Women Empowerment, Infrastructure Development, Health Care and Sanitation etc. The projects are primarily undertaken in neighboring villages around the Company’s plant locations. During the year under review, your Company spent '' 4.88 Crores, against '' 4.87 Crores being its statutory obligation for the financial year 2023-24, towards identified and approved CSR initiatives covered under Schedule VII of the Companies Act 2013, directly/ through the implementing agencies.

During the year, the Company undertook several projects covering promotion of education (inclusive of providing scholarship for needy and meritorious students through A World of Opportunity Foundation - AWOO), preventive healthcare, promotion of sports activities, rural infrastructure development etc. Through Mpower the Company also provided awareness of mental health which has become increasingly prominent in recent times. The Company reached out to around 144 locations across 19 States. As a socially responsible and caring Company, we are committed to play a larger role in building a better, sustainable way of life for the weaker and marginalized sections of society and raising the country’s human development index.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ‘Annexure II'' forming part of this Annual Report.

25. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four members, of which three, including the Chairman of the Committee, are Independent Directors.

The salient feature of the Company’s Remuneration Policy is attached as ‘Annexure IN'' and forms a part of this Report. The Remuneration Policy is available on the website of the Company viz. www.centurytextind. com.

26. RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Companies Act, 2013 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 conflicted with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

Prior approval of the Audit Committee is obtained for all the related party transactions. Further, prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered 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 its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website.

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

The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provide 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. Mr. Yazdi P Dandiwala, one of the Directors of the Company, is a Senior Partner in the said firm of Solicitors.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances which may affect the status of independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

During the year 2023-24, no significant and material order has been passed by any regulator or by any Court or Tribunal which has a material impact on the financial position of the Company.

29. INTERNAL FINANCIAL CONTROL:

The Company maintains robust internal financial control systems tailored to the size, scale, and complexity of its operations. Throughout the year, these controls underwent testing, revealing no reportable material weaknesses. Adequate policies and procedures are in place to ensure the orderly and efficient conduct of business operations, encompassing adherence to Company policies, asset safeguarding, fraud and error prevention and detection, accuracy and completeness of accounting records, and timely generation of reliable financial information.

Throughout the review period, the Company did not encounter any instances of fraud. The internal auditor diligently monitors and assesses the effectiveness and sufficiency of internal control systems. Based on the internal auditor’s report, corrective actions are initiated by respective departments to reinforce controls in their respective domains. Significant audit findings and subsequent corrective measures are presented to the Audit Committee of the Board for review.

30. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

Birla Estates Private Ltd., a Wholly Owned Subsidiary of the Company has various on-going projects viz. Phase II of ''Birla Vanya’ at Kalyan near Mumbai, ''Birla Navya’ (under Avarna Projects, LLP between Birla Estates and Anantraj) at Gurugram and ''Birla Niyaara’ at Worli, Mumbai, ''Birla Tisya'' at Rajajinagar, Bengaluru. During the year it launched a project viz. ''Birla Trimaya'' at Devanhalli, Bengaluru and new Phase Silas of Birla Niyaara at Worli, Mumbai.

During the year, Birla Estates Pvt. Ltd. registered a profit after tax of '' 12.77 Crores (previous year loss after tax of '' 47.90 Crores) and Birla Century Exports Pvt. Ltd.,

another Wholly Owned Subsidiary of the Company registered a profit of '' 1.67 Crores (previous year loss of '' 0.62 Crores). Further, "CTIL Community Welfare Foundation" a not-for-profit Company incorporated under Section 8 of the Companies Act, 2013 (wholly owned subsidiary) during the year for undertaking Charitable and Corporate Social Responsibility (CSR) activities of the Company registered a surplus of '' 0.16 lac.

None of the Subsidiaries mentioned above is a material subsidiary for the FY2023-24 as per the threshold limit laid down under the SEBI LODR Regulations. However, in terms of the said Regulations, Birla Estates Private Limited is a material subsidiary of the Company for the FY2024-25.

Industry House Ltd., in which the Company holds about 35% of equity share capital, is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with those of the Company as there is no requirement for the same as per the IND-AS 28.

As reported in earlier years your Company has formed a 50:50 Joint Venture in collaboration with Grasim Industries Limited namely ''Birla Advanced Knits Private Limited’ (JV Company) to manufacture Circular Knit Fabrics. The project is located at the existing Birla Century Campus in Bharuch District. It is having knitting and processing capacity of about 600 Ton of fabric per month. The salient feature of this project is blending of different fibres majorly Viscose, Modal and Excel (Lyocell) fibres.

During the year, the J V Company registered a loss of '' 22.40 crores (previous year''s loss of '' 1.84 crores) (50% profit/loss).

31. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any. A separate statement containing the salient features of its subsidiaries, associates and joint venture in the prescribed form AOC-1 is annexed separately.

32. 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''.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace. During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

A separate section of Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI LODR Regulations.

35. PARTICULARS OF EMPLOYEES:

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure V'' and form a part of this Report.

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 31^st March, 2024 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining this annexure may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 127^th Annual General Meeting and up to the date of the said Annual General Meeting during 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 holds (by himself or along with his/ her spouse and dependent children) more than two percent of the equity shares of the Company.

36. ANNUAL RETURN:

The web-link for the Annual Return placed on the Company’s website is https://www.centurytextind. com/assets/pdf/download-forms/annual-return-2024.pdf

37. NAME OF THE COMPANY:

Since the Company’s focus is now on real estate business, it is appropriate that the name of the Company should be suitably changed so as to give a better perspective of its activities. It is therefore, proposed that the name of the Company be changed to reflect the focus on the real estate business and as may be made available and approved by the Registrar of Companies, Ministry of Corporate Affairs which will be subject to your approval and other statutory authorities as may be required.

38. GENERAL DISCLOSURES:

i. There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of report.

ii. There was no revision in the financial statements.

iii. The Company has not issued any sweat equity shares.

iv. The Company has not issued any shares with differential voting rights.

v. There has been no change in the nature of business except as mentioned in the item no. 7(a) of this Report.

vi. The Company has not made any application during the year under the Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year.

vii. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

39. 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. members, customers, 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 unwavering commitment and continued contribution to the Company’s well-being.

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Mar 31, 2023

We have pleasure in presenting the 126^th Annual Report of the Company along with the audited statement of accounts for the year ended 31^st March, 2023. As the Covid-19 pandemic has become self-limiting across the world, there was a positive shift in sentiments, in terms of demand and realisations, resulting in improved profitability of the Company for the financial year 2022-23 after charging all expenses, interest costs etc. The Company managed to continue the growth momentum despite multiple global headwinds including the Ukraine- Russia conflict which inflicted inflationary pressure directly or indirectly on the businesses of the Company and created supply chain disruptions. As the threat of reoccurrence of pandemic is still looming, though at a feeble state, the Company continues to assess and monitor the business operations regularly and is taking all possible precautions in terms of safety of its staff and workers at all the locations of its offices and manufacturing plants.

The summarized financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

('' in Crores)
PARTICULARS	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Earnings before Exceptional items, Finance Cost, Tax, Depreciation and Amortisation and Share of Profit/ (Loss) of Joint Venture (EBITDA)	707.44	604.73	554.85	487.57
Less: Finance Cost	89.19	75.03	53.89	52.18
Profit before Exceptional items, Tax, Depreciation and Amortisation and Share of Profit / (Loss) of Joint Venture	618.25	529.70	500.96	435.39
Less: Depreciation and Amortisation expenses	222.80	228.05	227.08	230.66
Profit before Exceptional items, Tax and Share of Profit / (Loss) of Joint Venture	395.45	301.65	273.88	204.73
Add: Exceptional item	134.21	-	134.21	-
Profit before Tax and Share of Profit / (Loss) of Joint Venture	529.66	301.65	408.09	-
Less: Share of Profit / (Loss) of Joint Venture	-	-	(1.84)	(0.13)
Profit before tax	529.66	301.65	406.25	204.60
Less / (Add):
Current Tax	92.84	54.99	92.84	55.01
Mat credit recognized	-	(54.99)	-	(54.99)
Deferred Tax	67.96	101.38	48.31	84.01
Deferred tax relating to earlier period	0.55	0.48	0.55	(33.59)
Profit after tax from continuing operations	368.31	199.79	264.55	154.16
Discontinued Operations
Add/ (Less):
Loss before tax from discontinued operations	-	(7.04)	-	(7.04)
Gain on sale of Century Yarn and Denim Division	-	17.63	-	17.63
Tax (Expense)/ Income of discontinued operations	-	(3.05)	-	(3.05)
Net Profit for the year	368.31	207.33	264.55	161.70
Other Comprehensive Income	1.19	0.63	0.18	0.63
Total Comprehensive Income	369.50	207.96	264.73	162.33
Loss Attributable to Non-Controlling Interest	-	-	7.33	4.83
Total Comprehensive Income of the Company	369.50	207.96	272.06	167.16
Retained Earnings
Balance brought forward	1633 83	1437.04	1433.57	1277.58
Total comprehensive Income for the year	369.50	207.96	272.06	167.16
Equity Dividend	(44.68)	(11.17)	(44.68)	(11.17)
Balance carried forward	1958.65	1633.83	1660.95	1433.57

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of the Annual Report).

2. DIVIDEND:

The Board of Directors has recommended a dividend of 50% i.e. '' 5/- (Rupees Five only) per share, of the face value of ''10/- each, for your approval which will be subject to applicable tax in the hands of shareholders. This dividend will be paid when declared by the shareholders, in accordance with law. The aggregate amount of dividend will absorb '' 55.85 Crores. Last year the dividend was paid @ 40% subject to applicable tax in the hands of shareholders.

3. TRANSFER TO RESERVES:

It is proposed to transfer '' Nil (previous year '' Nil) to Reserves out of retained earnings.

4. SHARE CAPITAL:

The Company’s paid-up equity Share Capital remains at '' 111.69 Crores as on 31^st March, 2023. During the year, the Company has not issued any Shares or Convertible Securities.

5. EXPORTS:

The total exports of the Company amounted to '' 436.94 Crores (Previous year '' 657.08 Crores) representing about 9 percent of its turnover.

6. CREDIT RATING:

CRISIL has maintained credit rating of ''CRISIL AA’ and ''CRISIL A1 ’, respectively for the long-term and short-term financial instruments of the Company. This reaffirms the high reputation and trust the Company continues to earn for its sound financial management and its ability to meet financial obligations.

7. SALE OF DISCONTINUED OPERATIONS:Century Yarn and Century Denim:

As reported last year, the Company had sold and completed the sale transaction in respect of its Century Yarn and Century Denim Units of the Textile Segment in accordance with applicable law. Labour Commissioner had rejected an application for raising an Industrial Dispute regarding the sale, filed by few workers. The workers have challenged the said order

of Labour Commissioner before High Court. The

Company is taking requisite legal steps to defend the

said Writ Petition.

8. EXPANSION & MODERNISATION:a) Pulp and Paper:

As part of technical upgradation and production enhancement, Paper Machine no.4 (Recycle based paper) has been upgraded with a new state of Art technology "Shoe press along with Nipco-P roll" leading to increase in production capacity by up to 20% on account of sheet dryness increase. This has also resulted in reduction in steam consumption, % increase in Moisture and quality improvement. Head box servicing and change of both top and bottom lip was done along with shoe press installation to reduce 2-sigma cross directional GSM variation in final Paper.

In addition to this, Rewinders of Paper Machine nos.3 and 4 were also technically upgraded with new slitting station from Mariocotta, Italy to improve the cutting quality. DCS of De-inking plant and Paper Machine nos. 3 and 4 has been upgraded in place of obsolete system to keep automation reliability. Double doctoring at Couch to avoid rewetting and Edge Trim Squirt box to reduce Edge cuts/trim carryover with paper have been additionally installed on both Paper Machine nos. 3 and 4 for better machine runnability.

Paper Machine no. 1 rewinder unwind stand has been upgraded along with TC coating on drum rolls to increase the speed and quality improvement. Apart from this, 10 high pressure showers of upgraded technology are under installation at wire and felt of both paper machine nos. 1 & 2 for water saving, improved clothing cleaning and machine runnability.

Erection work of new Evaporator equipment has been completed. Commissioning of the same is expected in Q1 FY 24.

b) To maintain competitiveness and achieve better quality, modernization & technological upgradation programs continue at all the units of the Company. Stringent cost control measures remain in place in all possible areas and are regularly reviewed. Special emphasis is being given to energy and water conservation.

9. DIRECTORS:

a. Mr. J.C. Laddha was appointed as the Managing Director of the Company for the period of three years i.e. w.e.f. 12^th August, 2019 to 11^th August, 2022. On completion of his tenure, Mr. Laddha ceased as Managing Director of the Company and continued on the Board of the Company w.e.f. 12^th August, 2022 as a Non-Executive & NonIndependent Director. Thereafter, he resigned from the Board with effect from 29^th September, 2022, citing pre-occupation. The Directors placed on record their deep appreciation for the valuable services rendered by Mr. J.C. Laddha during his tenure as the Managing Director of the Company and also as a Non-Executive & Non-Independent Director.

b. Mr. R.K. Dalmia was the Whole-time Director of the Company prior to his appointment as the Managing Director of the Company w.e.f. 12^th August, 2022 by the Board of Directors at its meeting held on 25^th July, 2022 and approved by the shareholders on 20^th October, 2022 through postal ballot by remote e-voting.

c. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rajashree Birla (DIN: 00022995) retires by rotation, as Director, at the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment. Further in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), a special resolution would require to be passed for her re-appointment as she has attained the age of 75 years.

The Board recommends her reappointment.

d. Familiarization Program for the Independent Directors

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirement under the Companies Act, 2013. The process, inter alia, includes providing an overview of the Textile, Pulp & Paper and Real Estate businesses of the Company and the risks, and opportunities, etc., associated with them. At regular intervals, Directors are also familiarized about the best business practices and industry

updates with respect to Textiles, Pulp and Paper & Real Estate businesses of the Company.

e. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance; that of the Directors individually; as well as the evaluation of the working of its Audit, Nomination & Remuneration, CSR, and other Committees of the Board.

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 in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for conducting the required evaluation, after taking into consideration the inputs 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 judgment, 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, excluding the Director being evaluated. Independent Directors fulfill the criteria of independence, and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

f. Meetings

During the year, 6 (six) 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.

10. AWARDS, CERTIFICATES, PRIZES:

Various Divisions/Subsidiary of the Company have

received notable awards as mentioned below:

Birla Estates Private Limited (100% subsidiary):

• Birla Navya, project in Gurugram was awarded as The Best Residential Project of the Year at the 14^th Realty Conclave & Excellence Awards (North), 2022

• Recognized among ET’s Best Brands 2022 at the Economic Times Best Brands Conclave 2021-22

• Apex India Occupational Health & Safety Award 2022 - ''Gold Award’ for Birla Navya in construction sector

• RoSPA Health & Safety Awards, 2022 - Awards in silver category for Birla Vanya and Birla Alokya projects in Kalyan and Bengaluru respectively

• Construction Health, Safety & Environment Achievement Award at CIDC Vishwakarma 2022, Awards

Birla Century (Textiles Division):

• GOLD 2022 National Award for Manufacturing Competitiveness (NAMC) from the International Research Institute for Manufacturing, India (IRIM).

• SEEM National Energy Management Award-Gold from Society of Energy Engineers & Managers.

Century Pulp & Paper Division:

• The Division has received first and second prize in the 112^th and 113^th respectively at the "All India Farmers’ Fair and Agro-Industrial Exhibition" 2022, organized by and held at the G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand.

• Recognized as a Top Performer designated consumer in Pulp & Paper sector of PAT Cycle II under National Mission for Enhanced Energy Efficiency, on the occasion of 21^st BEE Foundation Day.

11. AUDITORS:

S R B C & Co. LLP, Chartered Accountants (ICAI

Firm Registration No.324982E/ E300003), who are

the Statutory Auditors of the Company were initially appointed for a term of five years at the Annual General Meeting of the Company held on 28^th July, 2016. S R B C & Co. LLP completed their said term of five years as Statutory Auditors of the Company at the conclusion of the 124^th Annual General Meeting held on 16^th July, 2021 and being eligible under section 141 of the Companies Act, 2013 were re-appointed for a second term of 5 (five) consecutive years w.e.f. 16^th July, 2021 by the shareholders at the said AGM.

12. AUDITORS'' REPORT:

The Auditors’ Report to the Shareholders does not contain any reservation, qualification, adverse remark or disclaimer. During the year under review, neither the Statutory Auditors nor the Cost Accountant & Secretarial Auditors have, under Section 143(12) of the Companies Act, 2013 reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers and employees, the details of which would otherwise be required to be mentioned in this report.

13. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the Cost accounts and cost records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2021-22 was filed with the Ministry of Corporate Affairs on 22^nd August, 2022. M/s. R. Nanabhoy & Co., Cost Accountants, were appointed as the Company’s Cost Auditor.

Your directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Textiles and Pulp & Paper products of the Company for the financial year 2023-24 at a remuneration of '' 1.49 lac.

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 proposed resolution seeking the members’ ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, is included in the Notice convening the Annual General Meeting of the Company.

14. 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, Company Secretaries in practice (CP No.1388), to undertake the Secretarial Audit of the Company for the year ending 31^st March, 2024. The Secretarial Audit Report for the year ended 31^st March, 2023 is annexed herewith as ''Annexure-I'' to this Report. The Company has complied with all applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to the meetings of the Board including its Committees and General Meetings which have mandatory application during the year under review. The Secretarial Audit Report does not contain any adverse qualification, reservation, remark or disclaimer.

15. FIXED DEPOSITS:

During the year, the Company has not invited or accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. LOANS, GUARANTEES AND INVESTMENTS:

The details of loans and guarantees given and securities provided, and the investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Consolidated and Standalone Financial Statements of the Company.

17. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details pertaining to transfer of unclaimed dividend and unclaimed shares to IEPF are given in the Corporate Governance Report which forms part of this Annual Report.

18. 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 the annual accounts for the year ended on 31^st March, 2023 and state that:

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

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

19. CTIL EMPLOYEE STOCK OPTION SCHEME 2023

At a meeting held on 16^th January, 2023, the Board of Directors approved the formulation of an Employee Stock Option Scheme viz. CTIL Employee Stock Option Scheme 2023 ("ESOS 2023" or "Scheme") in terms of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (SEBI SBEB and SE Regulations). The Board mandated the Nomination and Remuneration Committee to implement and administer the ESOS 2023. The Shareholders of the Company have approved ESOS 2023 on 09^th March, 2023 by way of postal ballot through remote e-voting under which the Company may create, offer and grant from time to time, in one or more tranches, not exceeding 17,25,000 employee stock options to its employees as defined in the aforesaid scheme working exclusively with the Company and its group company(ies) (as defined under SEBI SBEB and SE Regulations) including subsidiary company(ies) and associate company(ies) of the Company. As per the scheme equity shares of the Company would be acquired through secondary acquisition on the platform of a recognized Stock Exchange for cash

consideration by a trust formed for this purpose viz. ''CTIL Employee Welfare Trust’. Each option when exercised would be converted into one fully paid-up equity share of '' 10/- each of the Company. The options under ESOS 2023 would vest not earlier than minimum vesting period of one year and not later than five years from the date of grant of options. The exercise price shall be the average purchase price of shares acquired by the Trust through secondary acquisition in one or more tranches on recognized Stock Exchanges. The further details related thereto have been mentioned in the Scheme. For the year ended 31st March, 2023, since the Company has not granted any option to its employees, the relevant disclosures are not applicable.

20. KEY MANAGERIAL PERSONNEL:

Mr. J.C. Laddha and Mr. R.K. Dalmia, were the Managing Director and Whole-time Director of the Company respectively up to 11^th August, 2022. Mr. R.K. Dalmia is the Managing Director of the Company with effect from 12^th August, 2022. Mr. Snehal Shah and Mr. Atul K. Kedia are the Chief Financial Officer and Company Secretary respectively of the Company.

21. 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 the Corporate Governance norms stipulated is annexed to this Annual Report on Corporate Governance.

22. AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee comprises of four members and all of them are Independent Directors. 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 and/or unethical conduct with respect to the Company or its business or affairs. This policy provides for formal reporting by whistle blowers of malpractices, misuse or abuse of authority, fraud, and violation of the Company’s policies or rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, unethical behaviour and other matters or activity on account of which the interest of the Company is

affected or is likely to be affected. The Policy requires that all protected disclosures can be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee / Managing Director in exceptional cases. All protected disclosures under this policy are to 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.

23. RISK MANAGEMENT:

The Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identifies potential risks and assesses their potential impact with the objective of taking timely action to mitigate the risks, as provided under the Enterprise Risk Management (ERM) Framework of the Company.

The Audit Committee has also been delegated with the responsibility of 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 key risks identified by the Company include, financial & economic risk, competition risk, operational risk, cyber security and data protection risk and compliance of all applicable statutes and regulations. The Company has well defined ERM policy & mechanism to mitigate these risks. The Company reviews the risk register periodically, to align with the changes in economic environment, market practices and regulations. The top risks of the company and its businesses are reviewed at least twice in a year by the Risk Management Committee. The last such review was done on 20^th March, 2023.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies

(Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The Committee recommends to the Board activities as specified in Schedule VII of the Companies Act, 2013 to be undertaken during the year. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this Annual Report.

The Company also has in place a CSR Policy and the same is available on the Company’s website: www. centurytextind.com. During the year, the Company has identified and approved CSR projects of '' 4.45 Crores, being its statutory obligation for financial year 202223 and the entire amount has already been spent by the Company in the financial year 2022-23. Further, the Company has also fulfilled its balance obligation for the previous year i.e. 2021-22 by spending the amount of '' 0.73 Crores this year. During the year, the Company undertook several projects covering promotion of education (inclusive of providing scholarship for needy and meritorious students through A World of Opportunity Foundation - AWOO); infrastructure development; preventive healthcare; skill development; sustainable livelihood etc. These projects were primarily initiated in neighbouring villages around the Company’s plant locations. The Company’s key objective is to actively contribute to the social and economic development of the communities in which it operates. The Company also provides awareness on mental health which has become increasingly prominent in recent times. The Company reached out to around 79 locations across 15 States. As a socially responsible and caring Company, we are committed to playing a larger role in building a better, sustainable way of life for the weaker and marginalized sections of the society and raise the country’s human development index.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ''Annexure II’ forming part of this Annual Report.

25. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four members, of which three, including the Chairman of the Committee, are Independent Directors.

The salient feature of Company’s Remuneration Policy is attached as ''Annexure-III’ and forms a part of this Report. The Remuneration Policy is available on the website of the Company viz. www.centurytextind.com.

26. RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Companies Act, 2013 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 conflicted with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

Prior approval of Audit Committee is obtained for all the related party transactions. Further, prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered 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 its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website.

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

The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provide 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. Mr. Yazdi P. Dandiwala, one of the Directors of the Company is a Senior Partner in the said firm of Solicitors.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances which may affect the status of independent directors of the Company and

the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

During the year 2022-23, no significant and material order has been passed by any regulator or by any Court or Tribunal which has a material impact on the financial position of the Company.

29. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial control systems, commensurate with the size, scale, and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. 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, the 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.

30. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

Birla Estates Private Ltd., a Wholly Owned Subsidiary of the Company has various on-going projects viz. ''Birla Vanya’ at Kalyan near Mumbai, ''Birla Alokya’ at Bengaluru, Birla Navya (under Avarna Projects, LLP between Birla Estates and Anantraj) at Gurugram, Birla

Niyaara at Worli, Mumbai and Birla Tisya at Rajajinagar, Bengaluru.

Last year, Birla Estates Private Ltd. had also entered into an agreement to jointly develop a prime 52-acre land parcel in North Bengaluru with M S Ramaiah Realty LLP. Further Birla Estates Private Ltd had also purchased 10.25-acre land at Rajarajeshwari Nagar, South Bengaluru. Both these projects are expected to be launched in FY24.

During the year, Birla Estates Pvt. Ltd. registered a loss after tax of '' 47.90 Crores (previous year profit after tax of '' 17.70 Crores) and Birla Century Exports Pvt. Ltd., another Wholly Owned Subsidiary of the Company registered a loss of '' 0.62 Crores (previous year loss of '' 0.91 Crores).

None of the Subsidiaries mentioned above is a material subsidiary as per the threshold limit laid down under the SEBI LODR Regulations.

Industry House Ltd., in which the Company holds about 35% of equity share capital is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with that of the Company as there is no requirement for the same as per the IND-AS 28.

As reported last year your Company has formed a 50:50 Joint Venture in collaboration with Grasim Industries Limited namely ''Birla Advanced Knits Private Limited’ (JV Company) to manufacture Circular Knit Fabrics. The project is located at the existing Birla Century Campus in Bharuch District. It is having knitting and processing capacity of about 600 Ton of fabric per month. The salient feature of this project is blending of different fibres majorly Viscose, Modal and Excel (Lyocell) fibres. At the global level, production through this kind of fibres are already popular, however, there is less focus among Indian manufacturers and less awareness among Indian customers. To capitalize the benefits and to develop the market and by overcoming the limitations of viscose / viscose blend knits, your Company had invested in technology, machines skill-set which can meet the customer expectations at cost competitive price.

Hence, this project is expected to help India to substitute import and enhance export. The plant has been erected & commercial production has commenced from 01^st April, 2023.

During the year, the JV Company registered a loss of '' 1.84 Crores (previous year loss of '' 0.13 Crores) (50% profit/loss).

31. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any. A separate statement containing the salient features of its subsidiaries, associates and joint venture in the prescribed form AOC-1 is annexed separately.

32. 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''.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace. During the year under review, the Company has received two complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same were investigated in accordance with the procedures prescribed and have been disposed off by taking appropriate action. These two complaints received during the year, were outstanding as on 31st March, 2023 and as on the date of this report, there is no outstanding compliant. The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company is committed to providing a safe and conducive work environment to all its employees and associates.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

A separate section of Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

35. PARTICULARS OF EMPLOYEES:

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

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, 2023 is given in a separate Annexure to this Report. The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 126^th Annual General Meeting and up to the date of the said 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 holds (by himself or along with his/ her spouse and dependent children) more than two percent of the equity shares of the Company.

36. ANNUAL RETURN:

The web-link for the Annual Return placed on the Company''s website is https://www.centurytextind. com/assets/pdf/download-forms/annual-return-2023.pdf

37. GENERAL DISCLOSURES:

i. There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of report.

ii. There was no revision in the financial statements.

iii. The Company has not issued any sweat equity shares.

iv. The Company has not issued any shares with differential voting rights.

v. There has been no change in nature of business.

vi. The Company has not made any application during the year under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year.

vii. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

38. 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. members, customers,

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 unwavering commitment and continued contribution to the Company’s well-being.

Registered Office: On behalf of the Board

Century Bhavan

Dr Annie Besant Road R.K. Dalmia Y.P. Dandiwala

Worli, Mumbai-400 030 Managing Director Director

Dated: 24^th April, 2023 DIN: 00040951 DIN: 01055000

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Mar 31, 2022

We have pleasure in presenting the 125^th Annual Report of the Company along with the audited statement of accounts for the year ended 31^st March, 2022. All the business segments of the Company demonstrated resilience on the back of improved market sentiment, conducted efficient business operations and adopted best industry practices. Overall, the Company saw better performance in all its segments, as compared to the previous year, despite disruptions caused due to 2^nd and 3^rd waves of Covid-19 pandemic. As the threat of reoccurrence of pandemic is still looming, the Company continues to assess and monitor the business operations regularly and is taking all possible precautions in terms of safety of its staff and workers at all the locations of its offices and manufacturing plants.

The summarized financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

(''in Crores)
PARTICULARS	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Earnings before finance cost, tax, depreciation and amortisation (EBITDA) Less:	604.73	366.17	487.57	285.32
Finance Cost	75.03	88.55	52.18	70.70
Profit after Finance Cost	529.70	277.62	435.39	214.62
Less:
Depreciation	228.05	229.02	230.66	231.13
Profit / (Loss) before tax Less:	301.65	48.60	204.73	(16.51)
Share of Profit/(Loss) of Joint Venture	-	-	(0.13)	-
Profit / (Loss) before tax including Joint Venture Less/(Add):	301.65	48.60	204.60	(16.51)
Current Tax	54.99	-	55.01	-
Adjustment of tax relating to earlier periods	-	(19.25)	-	(19.25)
Deferred tax relating to earlier period	0.48	-	(33.59)	-
Mat credit recognized	(54.99)	-	(54.99)	-
Deferred Tax	101.38	17.81	84.01	17.81
Profit / (Loss) after tax from continuing operations Discontinued Operations Add / (Less):	199.79	50.04	154.16	(15.07)
Loss before tax from discontinued operations	(7.04)	(28.50)	(7.04)	(28.50)
Gain on sale of Century Yarn and Denim Division	17.63	-	17.63	-
Tax (Expense)/ Income of discontinued operations	(3.05)	9.96	(3.05)	9.96
Net Profit / (Loss) for the year	207.33	31.50	161.70	(33.61)
Other Comprehensive Income / (Loss)	0.63	2.28	0.63	2.28
Total Comprehensive Income/ (Loss)	207.96	33.78	162.33	(31.33)
Loss Attributable to Non-Controlling Interest	-	-	4.83	3.17
Total Comprehensive Income / (Loss) of the Company	207.96	33.78	167.16	(28.16)
Retained Earnings Balance brought forward	1437.04	1255.51	1277.58	1157.99
Total comprehensive Income / (Loss) for the year	207.96	33.78	167.16	(28.16)
Equity Dividend	(11.17)	(33.51)	(11.17)	(33.51)
Transfer from Debenture Redemption Reserve	-	181.26	-	181.26
Balance carried forward	1633.83	1437.04	1433.57	1277.58

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

2. DIVIDEND:

The Board of Directors has recommended a dividend of 40% i.e. '' 4/- (Rupees Four only) per share, of the face value of '' 10/- each, for your approval which will be subject to applicable tax in the hands of shareholders. Last year the dividend was paid @ 10% subject to applicable tax in the hands of shareholders. This dividend will be paid when declared by the shareholders, in accordance with law. The aggregate amount of dividend will absorb '' 44.68 Crores.

3. TRANSFER TO RESERVES:

It is proposed to transfer '' Nil (previous year '' Nil) to Reserves out of retained earnings.

4. SHARE CAPITAL:

The Company''s paid-up equity Share Capital continues to stand at '' 111.69 Crores as on 31^st March, 2022. During the year, the Company has not issued any Shares or Convertible Securities.

5. EXPORTS:

The total exports of the Company amounted to '' 657.08 Crores (Previous year '' 342.57 Crores) representing about 15.66 percent of the total income.

6. CREDIT RATING:

CRISIL has given a credit rating of ''CRISIL AA'' for long term and ''CRISIL A1 '' for short term financial instruments of the Company. This reaffirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet financial obligations.

7. SALE OF DISCONTINUED OPERATIONS:

Century Yarn and Century Denim:

During the year under review, the Company sold and completed the sale transaction in respect of its Century Yarn and Century Denim Units of the Textile Segment in accordance with applicable law. Few workers had filed an application before the Ld. Labour Commissioner for raising an Industrial Dispute. However, the Labour Commissioner has rejected the said application and the workers have

challenged the order of Labour Commissioner

before High Court. The Company is taking requisite

legal steps to defend the said Writ Petition.

8. EXPANSION & MODERNISATION:

a) Pulp and Paper:

i) During the year, the New Tissue Plant (TM-7), to manufacture Prime Grade Tissue paper with a capacity of 100 tons per day has been capitalized.

However, due to the ongoing pandemic during Q4, international travels were banned throughout the world. As a result, there was delay in getting visa approvals from the Government of India, for the entire technical team of the OEM supplier. Therefore, couple of teething issues are still pending to be sorted out.

ii) At present, we are manufacturing paper from Paper Mill 3 (Bagasse base) & Paper Mill 4 (Recycle base) both having monthly capacity of 7,200 Mt each. We are making technical upgradation, removing bottlenecks and balancing the plants, post which our monthly paper manufacturing capacity will increase to 8,500 Mt from each Machine (PM 3 & 4 individually). This expansion, will also help in reducing overall manufacturing cost (of these two machines) and quality improvement.

Existing Evaporator has exhausted its life, hence, to improve efficiency in evaporation of Weak Black Liquor (WBL) a new Evaporator is being installed. This will enhance the evaporation of WBL by 3,800 M3 per day and increase total solid. Burning of solid will be more efficient and will generate higher steam by 900 Mt/ day. This exercise will ultimately help in lowering down Power cost and increase pulp production. Due to increase in metal and freight costs, the revised investment for installation of a new evaporator has increased to '' 124 Crores as against earlier estimate of '' 105 Crores.

As reported last year due to Covid-19 no erection and commissioning activities could be undertaken during 2020-21 for upgradation of Paper Machines 3 and 4 and for installation of a new evaporator. Necessary steps are being taken for completion of erection and commissioning of the said Paper Machines and installation of evaporator by June, 22 and July, 22 respectively.

b) To maintain competitiveness and achieve better quality, modernization & technological upgradation programs continue at all the units of the Company. Stringent cost control measures remain in place in all possible areas and are regularly reviewed. Special emphasis is being given to energy and water conservation.

9. DIRECTORS:

a. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. J.C Laddha (DIN: 03266469) retires by rotation, as Director, at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The Board recommends his re-appointment.

b. Familiarisation Programme for the Independent Directors

The Company has, over the years, developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirement under the Companies Act, 2013. The process, inter alia, includes providing an overview of the Textile, Pulp & Paper and Real Estate businesses of the Company and the risks, and opportunities, etc., associated with them.

c. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance; that of the Directors individually; as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

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 in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for conducting the required evaluation, after taking into consideration the inputs 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 judgment, 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, excluding the Director being evaluated. Independent Directors fulfill the criteria of independence, and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

d. Meetings

During the year, 5 (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.

10. AWARDS, CERTIFICATES, PRIZES:

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

Birla Estates Private Limited (100% Subsidiary):

• Iconic real estate brand of the year at Times Real Estate Conclave Awards, 2021

• Best Brands 2021 at Economic Times Best Brands Awards, 2021

• Iconic Residential Project of the Year and Iconic Residential Project Launch Campaign for Birla Niyaara, Worli, Mumbai

• Two (2) Safety Awards from National Safety Council in Construction, one each for Birla Alokya, Bengaluru and Birla Vanya, Kalyan

• Project - Birla Vanya, Kalyan

- Lowest Average Accident Frequency Rate and Longest Accident-Free Period at the National Safety Council, Maharashtra Chapter Awards

- Outstanding Achievements in Effective Safety Culture at Greentech Effective Safety Culture Award, 2021

- Construction Health, Safety & Environment Achievement Award at CIDC Vishwakarma 2022, Awards

Birla Century (Textiles Division):

The Division received GOLD 2021 National Award

for Manufacturing Competitiveness (NAMC) from the International Research Institute for Manufacturing, India (IRIM).

Century Pulp & Paper Division:

• The Division has been awarded “Golden Peacock Award for Energy Efficiency 2021” by the Indian Institute of Directors, for various energy conservation and efficiency initiatives taken by the plant. During this year, CPP is the only paper manufacturing plant, which won this award in Paper Sector.

• The Division has received first prize in the 110^th and 111^th “All India Farmers'' Fair and Agro-Industrial Exhibition” 2021 and 2022 respectively, organised by and held at the G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand.

• In recognition of Outstanding Business Association, Container Corporation of India awarded a “Certificate of Appreciation” to CPP plant for the year 2021.

11. AUDITORS:

S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No.324982E/ E300003), who are the Statutory Auditors of the Company were initially appointed for a term of five years at the Annual General Meeting of the Company held on 28^th July, 2016. S R B C & Co. LLP completed their said term of five years as Statutory Auditors of the Company at the conclusion of the 124^th Annual General Meeting held on 16^th July, 2021 and being eligible under section 141 of the Companies Act were re-appointed for a second term of 5 (five) consecutive years w.e.f. 16^th July, 2021 by the shareholders at the said AGM.

12. AUDITORS’ REPORT:

The Auditors'' Report to the Shareholders does not contain any reservation, qualification, or adverse remark. During the year under review, neither the statutory auditors nor the Cost Accountant & Secretarial auditors have, under Section 143(12) of the Companies Act, reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers and employees, the details of which would otherwise be required to be mentioned in this report.

13. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and

Audit) Rules, 2014, the accounts and cost records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2020-21 was filed with the Ministry of Corporate Affairs on 17^th August, 2021. M/s. R. Nanabhoy & Co., Cost Accountants, were appointed as the Company''s Cost Auditor.

Your Directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Textiles and Pulp & Paper products of the Company for the financial year 2022-23 at a remuneration of '' 1.49 lac.

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 the members'' ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, in terms of the resolution proposed to be passed, is included in the Notice convening the Annual General Meeting of the Company.

14. 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, Company Secretaries in practice (CP No.1388), to undertake the Secretarial Audit of the Company for the year ending 31^st March, 2023. The Secretarial Audit Report for the year ended 31^st March, 2022 is annexed herewith as ''Annexure-I'' to this Report. The Company has complied with all applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to the meetings of the Board including its Committees and General Meetings which have mandatory application during the year under review. The Secretarial Audit Report does not contain any adverse qualification, reservation, or remark.

15. FIXED DEPOSITS:

During the year, the Company has not invited or accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. LOANS, GUARANTEES AND INVESTMENTS:

The details of loans and guarantees given and

securities provided, and the investments made as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Consolidated and Standalone Financial Statements.

17. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details pertaining to transfer of unclaimed dividend and unclaimed shares to IEPF are given in the Corporate Governance Report which forms part of this Annual Report.

18. 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 the annual accounts for the year ended on 31^st March, 2022 and state that:

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

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

19. KEY MANAGERIAL PERSONNEL:

Mr. J.C. Laddha is the Managing Director of the Company and Mr. R. K. Dalmia is the Whole -time Director of the Company. Mr. Snehal Shah is the Chief Financial Officer and Mr. Atul K. Kedia is the Company Secretary of the Company.

20. 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 the Corporate Governance norms stipulated is annexed to this Annual Report on Corporate Governance.

21. AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee comprises of four members out of which three members are Independent Directors. 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 and/or unethical conduct with respect to the Company or its business or affairs. This policy provides for formal reporting by whistle blowers of malpractices, misuse or abuse of authority, fraud, and violation of the Company''s policies or rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, unethical behaviour and other matters or activity on account of which the interest of the Company is affected or is likely to be affected. The Policy requires that all protected disclosures can be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee / Whole-time Director in exceptional cases. All protected disclosures under this policy are to 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.

for the previous year i.e. 2020-21 by spending the amount of '' 5.09 Crores this year. The Company undertook several projects covering promotion of education (inclusive of providing scholarship for needy and meritorious students through A World of Opportunity Foundation - AWOO), preventive health, skill development etc. The Company also provided awareness on mental health which became increasingly prominent during pandemic time. The Company reached out to around 68 locations across 13 States. The Company''s key objective is to actively contribute to the social and economic development of the communities in which it operates.

The Covid-19 pandemic continued to have impact in this financial year as well. The Company through its divisions undertook several initiatives under its CSR programme which included distribution of mask to the local community, setting up of oxygen plants at hospital, providing ventilators to hospital etc.

As a socially responsible and caring Company, we are committed to playing a larger role in building a better, sustainable way of life for the weaker and marginalized sections of the society and raise the country''s human development index.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ''Annexure II'' forming part of this Annual Report.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four members, of which three, including the Chairman of the Committee, are Independent Directors.

The salient feature of Company''s Remuneration Policy is attached as ''Annexure-III'' and forms a part of this Report. The Remuneration Policy is available on the website of the Company viz. www. centurytextind.com.

25. RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Companies Act, 2013 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 conflicted with the interest of the Company and hence, enclosing of

22. RISK MANAGEMENT:

The Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identifies potential risks and assesses their potential impact with the objective of taking timely action to mitigate the risks, as provided under the Enterprise Risk Management (ERM) Framework of the Company.

The Audit Committee has also been delegated with the responsibility of 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 key risks identified by the Company include, financial & economic risk, competition risk, operational risk, cyber security and data protection risk and compliance of all applicable statutes and regulations. The Company has well defined ERM policy & mechanism to mitigate these risks. The Company reviews the risk register periodically, to align with the changes in economic environment, market practices and regulations. The top risks of the company and its businesses are reviewed at least twice in a year by the Risk Management Committee. The last such review was done on 29th March, 2022.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this Annual Report.

The Company has also in place a CSR Policy and the same is available on the Company''s website: www.centurytextind.com. During the year, the Company has identified and approved CSR projects of '' 7.38 Crores, being its statutory obligation for financial year 2021-22 of which '' 6.65 Crores has already been spent by the Company in financial year 2021-22 and the balance of '' 0.73 Crores relating to ongoing projects will be deposited in a separate bank account in terms of Section 135(6) of the Companies Act, 2013. Further, the Company has also fulfilled its balance obligation

Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) 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 yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered 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 its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website.

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

The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provide 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. Mr. Yazdi P. Dandiwala, one of the Directors of the Company is a Senior Partner in the said firm of Solicitors.

26. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances which may affect the status of independent directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

During the year 2021-22, no significant and material order has been passed by any regulator or by any

Court or Tribunal which has a material impact on the financial position of the Company.

28. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial control systems, commensurate with the size, scale, and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. 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, the 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.

29. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

Birla Estates Private Ltd., a Wholly Owned Subsidiary of the Company has on-going projects at Kalyan near Mumbai viz. ''Birla Vanya'', Birla Alokya at Bengaluru, Birla Navya (under Avarna Projects, LLP between Birla Estates and Anantraj) at Gurugram. This year the Company launched Birla Niyaara at Worli, Mumbai and Birla Tisya at Rajajinagar, Bengaluru. During the year, Birla Estates Private Ltd. has also entered into an agreement to jointly develop a prime 52-acre land parcel in North Bengaluru with M S Ramaiah Realty LLP.

During the year, Birla Estates Pvt. Ltd. registered a profit after tax of '' 17.70 Crores (previous year loss of '' 51.71 Crores) and Birla Century Exports Pvt. Ltd., another Wholly Owned Subsidiary of the Company registered a loss of '' 0.91 Crores (previous year profit of '' 0.38 Crores).

None of the Subsidiaries mentioned above is a material subsidiary as per the threshold limit laid down under the SEBI LODR Regulations.

Industry House Ltd., in which the Company holds about 35% shares, is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with that of the

Company as there is no requirement for the same as per the IND-AS 28.

During the year, your Company has formed a Joint Venture in collaboration with Grasim Industries Limited namely ''Birla Advanced Knits Private Limited'' (JV Company) to manufacture Circular Knit Fabrics. The proposed project is located at the existing Birla Century Campus in Bharuch District. It shall have knitting and processing capacity of about 600 Ton of fabric per month. The salient feature of this project will be 100% Viscose Knitted Fabric, availability of which is currently scarce in the market. This project shall help India to substitute import and enhance export. Civil and structure work is under progress and plant & machineries required for manufacturing have been ordered.

Your Company and Grasim Industries Limited are equal shareholders in the said JV Company.

During the year, the JV Company registered a loss of '' 0.13 Crores (50% of profit/loss)

30. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any. A separate statement containing the salient features of its subsidiaries, associates and joint venture in the prescribed form AOC-1 is annexed separately.

31. 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''.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. BUSINESS RESPONSIBILITY REPORTING:

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. PARTICULARS OF EMPLOYEES:

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

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 31^st March, 2022 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 125^th Annual General Meeting and up to the date of the said 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 holds (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

35. ANNUAL RETURN:

The web-link for the Annual Return placed on the Company''s website is https://www.centurytextind. com/assets/pdf/download-forms/annual-return-2022.pdf

36. GENERAL DISCLOSURES:

i. There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of report.

ii. There was no revision in the financial statements.

iii. The Company has not issued any sweat equity shares.

iv. The Company has not issued any shares with differential voting rights.

v. There has been no change in nature of business.

vi. The Company has not made any application during the year under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year.

vii. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

viii. The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Companies Act, 2013.

37. 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. members, customers, 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''s well-being.

Registered Office: On behalf of the Board

Century Bhavan

Dr Annie Besant Road J.C. Laddha Y.P. Dandiwala

Worli, Mumbai - 400 030 Managing Director Director

Dated: 25^th April, 2022 DIN: 03266469 DIN: 01055000

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Mar 31, 2019

DIRECTORS'' REPORT

Dear Shareholders,

We have pleasure in presenting the 122nd Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2019. The overall profitability for the financial year 2018-19 has considerably improved as compared to the last year after charging all expenses, interest costs etc. The summarised financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

(Rs in crores)

Particulars	Consolidated		Standalone
	2018-19	2017-18	2018-19	2017-18
Earnings before finance cost, tax, depreciation and amortisation
(EBITDA)	1047.79	851.18	1060.19	851.18
Less: Finance Cost	95.89	211.81	95.89	211.81
Profit after Finance Cost	951.90	639.37	964.30	639.37
Less: Depreciation	193.00	199.31	193.00	199.31
Profit before tax	758.90	440.06	771.30	440.06
Less: Deferred Tax Debit	264.30	160.56	264.30	160.56
Profit after tax from continuing operations	494.60	279.50	507.00	279.50
Add: Profit after tax from discontinued operations	174.07	92.16	174.07	92.16
Net Profit for the year	668.67	371.66	681.07	371.66
Other Comprehensive Income	6.32	3.27	6.32	3.27
Total Comprehensive Income for the year	674.99	374.93	687.39	374.93
Retained Earnings
Balance brought forward	369.74	129.18	369.74	129.18
Total comprehensive Income for the year	674.99	374.93	687.39	374.93
Equity Dividend	(72.60)	(61.43)	(72.60)	(61.43)
Tax on equity dividend	(14.92)	(12.52)	(14.92)	(12.52)
Transfer to Debenture Redemption Reserve	(60.42)	(60.42)	(60.42)	(60.42)
Balance carried forward	896.79	369.74	909.19	369.74

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

2. DIVIDEND:

The Board of Directors has recommended a dividend of 75% i.e. Rs 7.50 (Rupees seven 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 @ 65%. This dividend will be paid when declared by the shareholders, in accordance with law. The Company will have to pay dividend distribution tax plus applicable surcharge, education cess and/or any other cess applicable on the dividend distribution tax at the time of declaration and payment of dividend.

3. TRANSFER TO RESERVES:

Your Company proposes to transfer Rs 60.42 crore to the Debenture Redemption Reserves out of retained earnings.

4. SHARE CAPITAL:

The Company''s paid up equity Share Capital continues to stand at Rs 111.69 crore as on 31st March, 2019. During the year, the Company has not issued any Shares or Convertible Securities.

5. EXPORTS:

The total exports of the Company amounted to Rs 508 crore (Previous year Rs 510 crore) representing about 6 percent of the gross sales.

6. CREDIT RATING:

CRISIL has given a credit rating of CRISIL ''AA'' for long term and CRISIL A1 for short term financial instruments of the Company. This reaffirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet financial obligations.

7 (a) Demerger of Cement Divisions:

As you are aware, the Board of Directors of the Company at its meeting held on 20th May, 2018 had approved a Scheme of demerger between the Company, Ultra Tech Cement Ltd. (UltraTech) and their Shareholders & Creditors ("Scheme") for the demerger of its Cement Divisions, and its merger into UltraTech. Further, the shareholders of the Company at the meeting of the Shareholders held on 24th October, 2018, convened as per the directions of the National Compnay Law Tribunal, Mumbai (NCLT), have also approved the aforesaid Scheme of demerger of its Cement Divisions. Accordingly, the shareholders of the Company will get 1 (one) new equity share of UltraTech for every 8 (eight) equity shares held in the Company. After this demerger, the Company will have three Divisions (Textiles, Pulp & Paper and Real Estates) and the Cement Divisions will be demerged along with associated liabilities including debt of around Rs 3000 crore. The matter of demerger is with National Company Law Tribunal at Mumbai and it is expected that the full process of demerger will be completed by the first quarter of the financial year 2019-20.

This transaction aims at deleveraging Company''s Balance Sheet and creating an opportunity for its new phase of growth in the remaining businesses with a primary focus on real estate. It also achieves unlocking of the value of the Cement Divisions to its shareholders through issuance of equity shares of UltraTech directly to the shareholders of the Company. UltraTech is the largest and one of the most valuable cement manufacturers and suppliers in India and the shareholders of the Company will continue to have an exposure to cement through their equity shareholding in UltraTech.

(b) Century Yarn and Century Denim:

During the financial year 2017-18, the Company had recognized the sale of its Yarn and Denim units (Y&D units) (included in textile segment). Pursuant to the objections raised in the Court, against the transaction by the workers of the Y&D units, during the year, the Company has terminated the Business Transfer Agreement and has taken back possession of the Y&D units. The Company is exploring various alternatives for disposal of the units. Accordingly, the assets and liabilities of the Y&D units are classified as assets held for disposal and the operations have been classified as discontinued operations.

8. EXPANSION & MODERNISATION:

(a) Pulp and Paper:

The Company has undertaken a project to expand the Prime Grade Tissue Paper Plant capacity from 100 tonnes per day to 200 tonnes per day with an Anchor GSM of 19 grams at a total capital outlay of Rs 100 crores at the existing Pulp and Paper Plant at Lalkua, District Nainital, Uttarakhand. The project is expected to be commissioned and operational in the 2nd quarter of FY 21.

(b) Modernization & 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.

9. DIRECTORS:

(a) The Directors express their profound grief at the sad demise of Shri D.K. Agrawal (DIN: 00040123), their esteemed erstwhile colleague who was President (Corporate Affairs) and Whole-time Director of the Company, on 24th August, 2018 and place on record their deep sense of appreciation for the invaluable services rendered by him during his association as Senior Executive and Whole-time Director of the Company.

(b) (i) Shri B. K. Birla (DIN: 00055856), who has attained the age of 75 (Seventy five) years continues to be a Director of the Company with effect from 1st April, 2019 till he retires by rotation.

(ii) Shri P. K. Daga (DIN: 00040692), who has attained the age of 75 (Seventy five) years continues to be an Independent Director of the Company with effect from 1st April, 2019 till the completion of his present term i.e. upto 24th July, 2019.

(c) Shri R.K. Dalmia (DIN: 00040951), Senior President, Textile Divisions of the Company, has been appointed as a Whole-time Director of the Company with effect from 15th September, 2018. A suitable resolution in this behalf is being proposed at the forthcoming Annual General Meeting of the Company for the approval of the Members for his appointment as a Whole-time Director of the Company.

(d) Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Ms. Preeti Vyas (DIN: 02352395), an entrepreneur in the field of Design and Communication Consultancy and having rich business experience, has been appointed as an Independent Director on the Board of the Company for a term of five consecutive years from 1st April, 2019 till 31st March, 2024 subject to the approval of the Members. The advantage of her vast experience will be available for the benefit of the Company. The requisite resolution for approving the appointment of Ms. Preeti Vyas as an Independent Director of the Company is being placed before the Members at the ensuing 122nd Annual General Meeting of the Company.

(e) Shri Yazdi P. Dandiwala (DIN: 01055000) and Shri Rajan A. Dalai (DIN: 00546264), will complete their first term of appointment on 24th July, 2019 as Independent Directors and they have been re-appointed on the recommendation of Nomination & Remuneration Committee for another term of five consecutive years by the Board with effect from 25th July, 2019, subject to the approval of the members by Special Resolution. Shri Sohanlal K. Jain (DIN: 02843676) will complete his first term of appointment on 30th October, 2019 as an Independent Director and he has been re-appointed on the recommendation of Nomination & Remuneration Committee for another term of five consecutive years by the Board with effect from 31st October, 2019 subject to the approval of the Members by Special Resolution. The said Directors have given their consent for re-appointment and have confirmed that they still retain their status as Independent Directors and that they do not suffer from any disqualification for re-appointment. Their re-appointment is based on the evaluation of their performance carried out by the Board other than the persons evaluated. Approval of the Members by Special Resolution for re-appointment of the aforesaid persons as Independent Directors for a further term of five consecutive years has been sought in the Notice convening the forthcoming Annual General Meeting of the Company.

Shri Pradip Kumar Daga (DIN: 00040692) will complete his first term of appointment as an Independent Director on 24th July, 2019. Shri Pradip Kumar Daga has expressed his desire not to continue further as a Director after the end of his present term as mentioned above. The Board places on record its deep sense of appreciation for the invaluable services being rendered by him as a Director of the Company.

(f) Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Kumar Mangalam Birla (DIN: 00012813) retires by rotation, as Director, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

(g) Familiarisation Programme for the Independent Directors:

The Company has, over the year, developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirement under the Companies Act, 2013. The process, inter alia, includes providing an overview of the Textile, Pulp & Paper, Cement and Real Estate Industries, the Company''s business, the risks and opportunities, etc.

(h) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

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 in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs 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, excluding the Director being evaluated. Independent Directors fulfil the criteria of independence and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

(i) Meetings:

During the year, ten 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.

10. AWARDS, CERTIFICATES, PRIZES:

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

(a) Century Cement:

• First Prize for "Maintenance of Heavy Earth Moving Machinery (HEMM) & Workshop", "Welfare Amenities & Occupational Health & Safety (OHS) Facility", "Crushing & Screening Plant" and "Afforestation" for its limestone mines during annual safety celebration -2018 held under the aegis of Directorate General of Mines Safety Bilaspur & Raigarh Region.

• National Federation of Indian Mineral Industries (FIMI) - Gem Granites Environment Award 2017-18 for significant contribution to environment protection & sustainable mining from Hon''ble Minister of Mines, Govt. of India.

(b) Maihar Cement:

• First Prize for "Overall Performance", "Safety Education", "Use of Explosives & Dust Suppression", "House Keeping & Supervision" and "Standard of Working" for its limestone mines in the category of fully mechanized mines during "Metalliferous Mines Safety Week 2018" held under the aegis of the Directorate General of Mines Safety, Jabalpur Region.

• First Prize for "Overall Performance" and "Systematic & Scientific Development" for its limestone mines in the category of fully mechanized mines during "Mines Environment & Mineral Conservation Week 2018-19" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.

• First Prize for "Water Positivity" for its limestone mines during "Mines Environment & Mineral Conservation Week 2018-19" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.

• 5 Star rating awarded for "Sustainable Development Framework" for its limestone mines during "Mines Environment & Mineral Conservation Week 2018-19" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.

• Maihar Cement Employees'' Provident Fund has received Certificate of Appreciation for Best Performing Exempted Trust 2018 from the Employees'' Provident Fund Organisation, Ministry of Labour & Employment, Government of India.

(c) Manikgarh Cement:

• First Prize for "Overall Performance", "Mines Plan & Records" and "Storage, Transport and use of Explosives" for its limestone mines during the Metalliferous Opencast Mines Safety Week, 2018 under the aegis of the Director General of Mines Safety, Nagpur.

• First Prize for "Mineral Benefication" and "Environmental Monitoring" for its limestone mines during Mines Environment & Mineral Conservation Week, 2018-19 under the aegis of Indian Bureau of Mines, Nagpur. Godavari Award for the exemplary work done by Mechanized Mines in the Overall Environmental Monitoring.

(d) Sonar Bangla Cement:

• Gold award to our "Sonartari" team for quality circle case study presentation at Chapter Convention on Quality Concept (CCQC) 2018, Durgapur Chapter.

• Gold award to our "Eagle" team for 5S case study presentation at the Chapter Convention on Quality Concept (CCQC) 2018, Durgapur Chapter.

• Distinguish award to our "Sonartari" team for the quality circle case study presentation at the National Convention on Quality Concept (NCQC) 2018, held at Gwalior in December 2018.

• Excellence award to our "Eagle" team for the 5S case study presentation at the National Convention on Quality Concepts (NCQC) 2018, held at Gwalior in December 2018.

(e) Century Pulp & Paper:

• Energy Efficient Unit Award: During the last 4 years, consecutively for the fourth time in a row, won the Confederation

of Indian Industry (CII) National Award for "Excellent Energy Efficient Unit", held in its 19th National level competition for "National Energy Management Award - 2018".

• National Energy Conservation Award: Awarded First Prize in the Pulp & Paper Sector, by the Bureau of Energy Efficiency, Ministry of Power, Government of India at the National Energy Conservation Award - 2018.

• Export-Import Awards: Recognised for outstanding contribution in Export & Import by the Container Corporation of India Ltd (CONCOR), in "CONCOR Award - 2018" for 1st position in Imports, and 2nd position in Exports Segment in the Northern Region.

• Agro-Industrial Exhibition Award: In the 104th and 105th "All India Farmers'' Fair and Agro-Industrial Exhibition" 2018 and 2019 respectively, organised by and held at the G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand, the Division has received First prize. During last fifteen consecutive exhibitions, fourteen times the Century Pulp & Paper Division was adjudged First position.

11. AUDITORS:

SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 324982E/E300003), who are the Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of five years at the Annual General Meeting of the Company held on 28th July, 2016 subject to ratification of their appointment by the Members at every intervening Annual General Meeting held thereafter. The requirement of seeking ratification of the Members for continuance of their appointment has been withdrawn consequent upon changes made by the Companies (Amendment) Act, 2017 and pursuant to resolution passed by the Shareholders at the 121st Annual General Meeting held on 31st July, 2018. Hence, the resolution seeking ratification of the Members for their appointment is not being placed at the ensuing Annual General Meeting.

12. AUDITORS'' REPORT:

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

13. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2017-18 was filed with the Ministry of Corporate Affairs on 27th August, 2018.

Your Directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Textiles, Cement and Pulp & Paper products of the Company for the financial year 2019-20 at a remuneration of Rs 3.01 lac.

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 the members'' ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, in terms of the resolution proposed to be passed, is included in the Notice convening the Annual General Meeting of the Company.

14. 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, Company Secretaries in practice (CP No. 1388), to undertake the Secretarial Audit of the Company for the year ending 31st March, 2020. The Secretarial Audit Report for the year ended 31st March, 2019 is annexed herewith as ''Annexure-l'' to this Report. The Company has complied with all applicable Secretarial Standards. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.

15. FIXED DEPOSITS:

During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. LOANS, GUARANTEES AND INVESTMENTS:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the consolidated and standalone Financial Statements.

17. 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 the annual accounts for the year ended on 31st March, 2019 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 the Companies Act, 2013 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.

18. KEY MANAGERIAL PERSONNEL:

During the year, Shri D.K. Agrawal ceased to be a Whole-time Director of the Company due to his sad demise on 24th August, 2018. Shri R.K. Dalmia has been appointed as a Whole-time Director of the Company with effect from 15th September, 2018 and he has ceased to be Chief Financial Officer of the Company from the said date.

Further, Shri Snehal Shah was appointed as Chief Financial Officer of the Company with effect from 1st October, 2018. Shri Atul K. Kedia is the Secretary of the Company.

19. 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 the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.

20. AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT:

The Audit Committee comprises of four members and all members are Independent Directors. 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 and any unethical conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''s policies or Rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, unethical behaviour and other matters or activity on account of which the interest of the Company is affected or is 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/Whole-time Director 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:

Your Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The Audit Committee has also been delegated with the responsibility of 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 key risks identified by the Company include, competition, cyber security, financial risk and compliance of all applicable statutes and regulations. The Company has well defined policies/mechanism to mitigate competition, cyber security and financial risks. The Company reviews the policies/mechanism periodically, to align with the changes in market practices and regulations. The Company has in place a data protection Policy. Compliance risks have been mitigated through periodical monitoring and review of the regulatory framework to ensure complete compliance with all applicable statutes and regulations.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance report, which forms part of this report.

Your Company has also in place a CSR Policy and the same is available on your Company''s website: www.centurytextind. com. During the year, your Company has spent Rs 3.18 Crores towards CSR activities. Your Company reached out to around 85 locations, across 6 States. The Company''s key objective is to actively contribute to the social and economic development of the communities in which it operates.

As a socially responsible caring Company, we are committed to play a larger role in building a better, sustainable way of life for the weaker and marginalised sections of the society and raise the country''s human development index.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ''Annexure II'' forming part of this Report.

22. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of five members of which four, including the Chairman of the Committee, are Independent Directors.

The salient features of Company''s Remuneration Policy is attached as ''Annexure-lll'' and forms a part of this Report. The Remuneration Policy is available on the website of the Company viz. www.centurytextind.com.

23. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 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 (Ind-AS 24) 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 an yearly 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 its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website.

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

The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provide 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. Ms. Preeti Vyas has been appointed as an Independent Director on the Board of the Company with effect from 1st April, 2019. She had certain transactions in the past with the Company, however, she fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder as well as those required under the provisions of SEBI LODR Regulations for her appointment as an Independent Woman Director of the Company.

24. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations.

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

As reported in detail in the reports of earlier years, a penalty of Rs 274.02 crore was levied on the Company by the Competition Commission of India (CCI) based on the complaint filed by the Builders'' Association of India for alleged violation of the provisions of the Competition Act. The National Company Law Appellate Tribunal (NCLAT) vide its judgement dated 25th July, 2018, has dismissed the appeal of the Company upholding levy of penalty of Rs 274.02 crore as imposed by CCI vide its order dated 31st August, 2016. The Company has preferred an appeal before the Hon''ble Supreme Court against the above order of NCLAT. The Hon''ble Supreme Court vide its order dated 5th October, 2018 has admitted the Company''s civil appeal and ordered for continuance of the interim order passed by NCLAT vide its order dated 7th November, 2016 towards stay of demand, subject to deposit of 10% of penalty amount. The matter is still subjudice.

26. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. 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, the 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.

27. SUBSIDIARY & ASSOCIATE COMPANIES:

During the year 2018-19, the Company has incorporated a Wholly Owned Subsidiary viz. ''Birla Century Exports Private Ltd.'' for the purpose of conducting distribution business in the USA directly with brands and retailers. In addition to the above, Birla Estates Private Ltd., which was incorporated last year, is a Wholly Owned Subsidiary of the Company. It has started its operations and is developing Company''s land for residential project viz. Birla Vanya at Kalyan. During the year Birla Estates Private Ltd. Registered a Loss of Rs 12.06 Crores (Previous year Loss of Rs NIL) and Birla Century Exports Private Ltd. is yet to start its operations.

None of the Subsidiaries mentioned above is a material subsidiary as per the threshold limit laid down under the SEBI LODR Regulations.

In view of no business left to undertake, the Board of Bander Coal Company Private Ltd., your Company''s associate, is in the process of voluntary liquidation which is expected to be completed shortly.

Industry House Ltd., in which your Company holds about 35% shares, is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with that of the Company as there is no requirement for the same as per the IND-AS 28.

28. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiares, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any.

A separate statement containing the salient features of its subsidiaries and associates in the prescribed form AOC-1 is annexed separately.

29. 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.

30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the year under review, your Company has received one complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same was investigeted in accordance with the procedures prescribed and has been disposed off by taking appropriate action. The Company has also complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. BUSINESS RESPONSIBILITY REPORTING:

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. PARTICULARS OF EMPLOYEES:

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

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, 2019 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 122nd Annual General Meeting and up to the date of the said 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.

33. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure VI which forms an integral part of this Report and is also available on the Company''s website viz. www.centurytextind.com.

34. 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''s well-being.

Registered Office:	On behalf of the Board,
Century Bhavan,
Dr. Annie Besant Road,
Worli, Mumbai - 400 030	R.K. DALMIA	Y.P. DANDIWALA
	Whole-time Director	Director
Dated: 3rd May, 2019	DIN: 00040951	DIN: 01055000

---

Mar 31, 2018

Dear Shareholders,

The have pleasure in presenting the 121^st Annual Report of the Company along with the audited statement of accounts for the year ended 31^st March, 2018. The overall profitability for the financial year 2017-18 has improved substantially as compared to the last year after charging all expenses, interest costs etc. The summarised financial results are given below.

1. SUMMARISED FINANCIAL RESULTS (Standalone):

(Rs. in crores)

	2017-18	2016-17
Earnings before finance cost, tax, depreciation and amortisation (EBITDA)	1404.55	1004.69
Less:
Finance Cost	451.69	550.75
Profit after Finance Cost	952.86	453.94
Less:
Depreciation	313.75	313.34
Profit before tax	639.11	140.60
Less:
Deferred Tax Debit	230.65	16.71
Profit after tax from continuing operations	408.46	123.89
Loss after tax from discontinued operations	(36.80)	(18.90)
Net Profit for the year	371.66	104.99
Other Comprehensive Income	3.27	6.11
Total Comprehensive Income for the year	374.93	111.10
Retained Earnings
Balance brought forward	129.18	74.14
Total comprehensive Income for the year	374.93	111.10
Equity Dividend	(61.43)	(61.43)
Tax on equity dividend	(12.52)	(12.52)
Transfer to/from Debenture Redemption Reserve	60.42	17.89
Balance carried forward	369.74	129.18

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 Senior President/ CEO of each of the units of the Company.

2. DIVIDEND:

The Board of Directors has recommended a dividend of 65% i.e. Rs.6.50 (Rupees six 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 @ 55%. This dividend will be paid when declared by the shareholders, in accordance with law and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax plus applicable surcharge, education cess and/or any other cess applicable on the dividend distribution tax at the time of declaration and payment of dividend.

3. TRANSFER TO RESERVES:

Your Company proposes to transfer Rs.60.42 Crore to Debenture Redemption Reserves out of retained earnings.

4. SHARE CAPITAL:

There is no change in the Share Capital of the Company during the year under review.

5. EXPORTS:

The total exports of the Company amounted to Rs.510 crore (Previous year Rs.454 crore) representing about 6 percent of the gross sales.

6. CENTURY YARN AND CENTURY DENIM:

During the year under review, the Company sold its Century Yarn and Century Denim Divisions, whose turnover was less than 5% of the total turnover of the Company. This will help the management to concentrate on growth oriented businesses of the Company. However, the workers of the said Divisions have challenged the said sale and the Company is taking the requisite legal steps to protect its interest and the matter is sub-judice.

7. CENTURY RAYON, TYRECORD AND CHEMICALS:

With effect from 1^st February, 2018, the Company has granted Grasim Industries Ltd. (GIL) the right and the responsibility to manage and operate the Viscose Filament Yarn business of the Company {without the Company transferring the underlying immoveable and moveable assets (other than current assets)}, which comprises of the manufacturing and sale of viscose filament yarn (including pot spun yarn and continuous spun yarn), rayon tyre cord and chemicals, including caustic soda, sodium sulphide, sulphuric acid, carbon-di-sulphide, liquid chlorine, hydrochloric acid and compressed hydrogen M3, for a duration of 15 years, for a commuted royalty of Rs.600 crore. GIL has also provided to the Company Rs.200 crore as an interest free, refundable, security deposit and also paid consideration for the transfer of Century Rayon’s working capital to GIL, at actuals. This has enabled the Company to reduce its loan obligations and also to reduce its interest liability, which will help the Company to improve its performance. The reduction in loans will improve the Company’s financial ratios and pave the way for improving the Company’s ratings by the rating agencies which has in fact improved by one notch to ‘AA’ as against ‘AA-’, for long term loans.

8. EXPANSION & MODERNISATION:

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.

9. DIRECTORS:

(a) Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri B.K. Birla (DIN 00055856) retires by rotation, as Director, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

(b) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

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 in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs 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, excluding the Director being evaluated. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

(c) Meetings

During the year, seven 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.

10. AWARDS, CERTIFICATES, PRIZES:

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

(a) Birla Century:

- 1^st Manufacturing facility in India & 2^nd in World to receive Gold Leed Certification.

- Membership and certification i.e. “BCI” - (Better Cotton Initiative) received from Switzerland, “Fair Trade” from Germany and “Cotton USA” from USA for supplying and sourcing of value added sustainable products.

- Certificate SA 8000 received from Bureau Veritas for Global Social Accountability covering compliances as per ILO guidelines.

- Upgraded the latest version of Oeko-Tex-Standard 100 from Hohenstein, Germany - for fabrics to meet the requirements of sustainability as per guidelines of ZDHC (Zero Discharge Hazardous Chemicals) and Detox.

(b) Century Cement:

- First Prize for “Overall Performance”, “General Workings” and “Training & Safety Performance” for its limestone mines during Annual Safety Celebrations - 2017 held under the aegis of Directorate General of Mines Safety, Bilaspur and Raigarh Region.

- First Prize for “Reclamation & Rehabilitation” for its limestone mines in the category of mechanized mines, Chhattisgarh, during the Mines Environment and Mineral Conservation Week, Raipur Region 2017-18, held under the aegis of Indian Bureau of Mines, Raipur Region.

- 5 Star rating awarded by Indian Bureau of Mines, Ministry of Mines, Government of India to its limestone mines, for exemplary performance in implementation of Sustainable Development Framework during 2016-17, assessed under the Star Rating Systems during 3^rd National Conclave on Mines & Minerals held at New Delhi.

(c) Maihar Cement:

- First Prize for “Systematic & Scientific Development” and “Waste Dump Management” for its limestone mines, in the category of fully mechanized mines during “Mines Environment & Mineral Conservation Week 2017-18”, from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.

- 5 Star rating awarded for “Sustainable Development Framework” to its limestone mines, during “Mines Environment & Mineral Conservation Week 2017-18”, from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.

- 5 Star rating awarded by Indian Bureau of Mines, Ministry of Mines, Government of India, to its limestone mines for exemplary performance in implementation of Sustainable Development Framework during 2016-17 for the second consecutive year, assessed under the Star Rating Systems during 3^rd National Conclave on Mines & Minerals held at New Delhi.

(d) Manikgarh Cement:

- First Prize for the “Sustainable Development” for its limestone mines, in the category of mechanised mines, during the Mines Environment and Mineral Conservation Week 2017-18, held under the aegis of Indian Bureau of Mines, Nagpur Region.

- 5 Star rating awarded by Indian Bureau of Mines, Ministry of Mines, Government of India, to its limestone mines, for exemplary performance in implementation of Sustainable Development Framework during 2016-17, for the second consecutive year, assessed under the Star Rating Systems, during 3^rd National Conclave on Mines & Minerals held at New Delhi.

- Gold award received by Power Quality Circle for their case study -”To Reduce Fluctuation in Deaerator Tank Level due to Frequent starting of HotweU Pump” during 28th Nagpur Chapter Level Convention and Competition on Quality Circles, held at Nagpur on 8th October 2017 and was honoured with Excellence Award in the National Convention on Quality Concepts (NCQC) - 2017 held at Mysore.

(e) Century Pulp & Paper:

- Energy Efficient Unit Award : During last 3 years, consecutively for third time in a row, won “National Energy Efficient Unit” award in Paper sector, by Confederation of Indian Industry (CII), in its 18^th National competition held for “Excellence in Energy Management - 2017”.

- Best Performer Unit Award : Assessed as ‘Best Performer’ unit for energy saving under the “Perform, Achieve and Trade (PAT) Scheme-I” in Pulp & Paper sector, by the Bureau of Energy Efficiency, Ministry of Power, Government of India. And, the plant has been awarded with the National Energy Conservation Award-2017.

- Agro-Industrial Exhibition Award: In the 102nd & 103rd “Agro-Industrial Exhibition-2017” and “AgroIndustrial Exhibition-2018” respectively, organised by and held at G B Pant University of Agriculture & Technology, Uttrakhand, the Division has received First prize. During the last thirteen consecutive exhibitions, twelve times Century Pulp & Paper was adjudged First position.

(f) Birla Estates:

- Birla Centurion was adjudged the Commercial Property of the Year for 2 consecutive years - at the DNA Real Estate & Infrastructure Round Table & Awards held in 2017 and ET Now Real Estate Awards 2018.

- The Platinum rated Birla Centurion was also conferred with the prestigious Green building Project of the year award for 2 consecutive years - At the National Infrastructure & Construction Awards held in 2017 and at the ET Now Real Estate Awards 2018.

- At the Times Network National Awards for Marketing Excellence - For excellence in real estate & infrastructure, Birla Centurion was awarded the Green Building Project of the Year in 2017.

11. AUDITORS:

SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No.324982E / E300003), who are Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of 5 years at the Annual General Meeting of the Company held on 28^th July, 2016. They have confirmed their eligibility under Section 141 of the Act, and the Rules framed thereunder, for their appointment as Auditors of the Company. The Board recommends to the Shareholders ratification for their term of appointment as mentioned above in terms of the resolution proposed to be passed at the ensuing Annual General Meeting of the Company.

12. AUDITORS’ REPORT:

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

13. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company, in respect of various manufacturing activities, are required to be audited. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 4^th September, 2017. M/s. R. Nanabhoy & Co., Cost Accountants, were nominated as the Company’s Lead Cost Auditor.

Your Directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Cement, Paper and Textile products of the Company on a remuneration of Rs.3.40 lacs for the year 2018-19.

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 the members’ ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, is included in the Notice convening the Annual General Meeting of the Company.

14. 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, Company Secretaries in practice (CP No.1388), to undertake the Secretarial Audit of the Company for the year ending 31^st March, 2019. The Secretarial Audit Report for the year ended 31^st March, 2018 is annexed herewith as ‘Annexure-I’ to this Report. The Company has complied with all applicable Secretarial Standards. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.

15. FIXED DEPOSITS:

During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. 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 consolidated and standalone Financial Statements.

17. 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 the annual accounts for the year ended on 31^st March, 2018 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 the Companies Act, 2013 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.

18. KEY MANAGERIAL PERSONNEL:

During the year, there was no change in the Key Managerial Personnel.

19. 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 the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.

20. AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT:

Audit Committee comprises of four members and all members are Independent Directors. 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 the 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 is 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 / Whole-time Director 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

Your Company has constituted a Risk Management Committee, mandated to review the risk management plan/ process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The Audit Committee has also been delegated with the responsibility of 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 key risks identified by the Company include, competition, financial risk and compliance of all applicable statutes and regulations. The Company has well defined policies/mechanism to mitigate competition and financial risks. The Company reviews the policies/mechanism periodically to align with the changes in market practices and regulations. Compliance risks have been mitigated through periodical monitoring and review of the regulatory framework to ensure complete compliance with all applicable statutes and regulations.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The CSR Committee comprises of four members. Three members of the Committee are Independent Directors.

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

The Committee met once during the year to review 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.

22. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of five members of which four, including the Chairman of the Committee, are Independent Directors.

The Company’s Remuneration Policy is attached as ‘Annexure-III’ and forms a part of this Report.

23. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 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 (Ind-AS 24) 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 yearly 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 has been uploaded on the Company’s website.

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

The Solicitors for the Company, 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.

24. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013.

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

As disclosed in the last year’s report, the Competition Appellate Tribunal (“COMPAT”) by its order dated 11^th December, 2015 set aside the order of Competition Commission of India (“CCI”) dated 20^th June, 2012 and remitted the matter to CCI for fresh adjudication of the issues. The amount of penalty deposited by the Company in compliance with the interim order by COMPAT was subsequently refunded. CCI on hearing the arguments, by its order dated August 31, 2016, once again held that the cement companies and the Cement Manufacturers’ Association (CMA) are guilty and in violation of the Sections 3(1) read with 3(3)(a) and 3(3)(b) of the Competition Act and imposed the penalty which in the case of the Company works out to Rs.274.02 crore. The order for cease and desist was also imposed. The Company thereafter approached the COMPAT, which by its order dated November 7, 2016 stayed the operation of the CCI order subject to a deposit of 10% of the penalty amount within one month. The Company has accordingly deposited the said amount in December, 2016 in the form of Fixed Deposit in favour of COMPAT on behalf of the Company. Subsequently, changes have been made in the constitution and operations of Tribunals by the Government, under which all matters with COMPAT have been transferred to the National Company Law Appellate Tribunal (NCLAT). Hearing of order dated 31.08.2016 is completed at NCLAT and order is awaited.

26. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. 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.

27. SUBSIDIARY & ASSOCIATE COMPANIES:

During the year 2017-18, the Company has incorporated a Wholly Owned Subsidiary viz. ‘Birla Estates Private Ltd.’ for the purpose of undertaking Real Estate Development Projects.

In view of no business left to undertake, the Board of Bander Coal Company Private Ltd., your Company’s associate, has commenced the process of voluntary liquidation of the said associate and has already appointed a liquidator under the applicable provisions of law.

Industry House Ltd., in which your Company holds about 35% shares, is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with that of the Company as there is no requirement for the same as per the IND-AS 28.

28. CONSOLIDATED FINANCIAL STATEMENT:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any. A separate statement containing the salient features of its subsidiary and associates in the prescribed form AOC-1 is annexed separately.

29. 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’.

30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

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

31. BUSINESS RESPONSIBILITY REPORTING:

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. PARTICULARS OF EMPLOYEES:

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

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 31^st March, 2018 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 121^st Annual General Meeting and up to the date of the said 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.

33. 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’.

34. 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’s well-being.

Registered Office: On behalf of the Board,

Century Bhavan,

Dr. Annie Besant Road,

Worli, Mumbai - 400 030 D.K. AGRAWAL Y.P. DANDIWALA

Dated: 2^nd May, 2018 Whole-time Director Director

DIN:00040123 DIN:01055000

---

Mar 31, 2017

Directors’ Report

Dear Shareholders,

We have pleasure in presenting the 120^th Annual Report of the Company along with the audited statement of accounts for the year ended 31^st March, 2017. The financial results for the year are shown below. The working and operational parameters of all the plants of the Company were quite satisfactory during the year. The overall profitability for the accounting year 2016-17 has improved as compared to the last year after charging all expenses, interest etc. Labour relations at all the plants are cordial and an atmosphere of mutual trust and confidence prevails.

1. SUMMARISED FINANCIAL RESULTS AS PER IND-AS:

(Rs,in crores)

	2016-17	2015-16
Earnings before finance cost, tax, depreciation and amortization	976.56	728.21
(EBITDA)
Less:
Finance Cost	550.75	587.65
Profit after Finance Cost	425.81	140.56
Less:
Depreciation	314.11	283.09
Profit / (Loss) before tax	111.70	(142.53)
Less:
(Excess) / Short Provision for tax adjustments in respect of earlier
years (Net) -		(0.76)
Deferred Tax Debit / (Credit)	6.71	6.71
Net Profit / (Loss)	46.77	47.53
Retained Earnings	104.99	(95.00)
Balance brought forward	74.14	155.60
Profit for the year	104.99	(95.00)
Other Comprehensive Income	6.11	0.05
	185.24	60.65
Available Profit & (transfers) dealt as under:
Transfer to/(from) General Reserve	-	(80.69)
Equity Dividend paid	61.43	55.83
Tax on equity dividend	12.52	11.37
Transfer from Debenture Redemption Reserve	(17.89)	-
Balance carried forward	129.18	74.14
	185.24	60.65

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 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 and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax plus applicable surcharge, education cess and/or any other cess applicable on the dividend distribution tax at the time of declaration and payment of dividend.

3. SHARE CAPITAL:

There is no change in the Share Capital of the Company during the year under review.

4. EXPORTS:

The total exports of the Company amounted to Rs, 454 crores (Previous year Rs, 504 crores) representing about 5 percent of the gross sales.

5. EXPANSION & MODERNISATION:

a) Rayon, Tyre Cord & Chemicals

- Installation of 9 PSY machines for production of more Super Fine Deniers and process debottlenecking for increasing production.

- Installation and commissioning of Air Texturising Yarn facility.

- Modernisation of Water Treatment Plant to comply with the new regulations of MPCB for water discharge.

b) 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. DIRECTORS:

(a) Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rajashree Birla (DIN 00022995) retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for the re-appointment. The Board recommends her re-appointment.

(b) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

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 in line with circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs 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 judgment, 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 excluding the Director being evaluated. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

(c) 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.

7. AWARDS, CERTIFICATES, PRIZES:

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

(a) Textiles:

- Birla Century is the first integrated fabric manufacturing unit in India which cleared Sustainable Textile Production (Step) certification with highest rating from Hohenstein (Germany).

- Birla Century also qualified as the first unit in textile sector for Made In Green (MIG) Tag from Hohenstein (Germany).

The above denotes that the products manufactured by the plant are Eco-friendly and under Green & sustainable environment.

(b) Rayon, Tyre Cord & Chemicals:

- CII Certificate for Excellence in energy Management 2016 received for being the "Energy Efficient Unit" in the competition held at Hyderabad.

- 2 Gold (1^st Place) and 2 Silver (2^nd Place) were achieved by 4 quality circles who participated at QCFI''s Chapter and National Convention 2016.

- 3 "Sujhav Ratan" Awards from INSSAN (Indian National Suggestion Schemes'' Association) were received at the 18^th Creativity Summit held at New Delhi in August 2016.

CERTIFICATIONS

- Oeko Tex Certificate received for up gradation from Product Class II to Class I (suitable even for Baby Skin).

- The ISO 9001 has been updated to 2015 version for Manufacture & Supply of Industrial Chemicals by TUV Nord. ISO 9001: 2008 exists for the manufacture of viscose filament yarn.

(c) Century Cement:

- First Prize for "Overall Performance" and "Storage, Transport & Use of Explosive" for the limestone mines during Annual Safety Celebrations - 2016 held under the aegis of Directorate General of Mines Safety, Bilaspur and Raigarh Region.

- First Prize for "Reclamation & Rehabilitation" for its limestone mines in the category of mechanized mines, Chhattisgarh during the Mines Environment and Mineral Conservation Week, Raipur Region 2016-17 from the Indian Bureau of Mines, Raipur.

(d) Maihar Cement:

- First Prize for the "Overall Performance" and "Systematic and Scientific Development" for its limestone mines in the category of mechanized mines during the 26^th Mines Environment and Mineral Conservation Week 2016-17 from the Indian Bureau of Mines, Jabalpur region.

(e) Manikgarh Cement:

- First Prize for the "Overall Performance" for its limestone mines in the category of highly mechanized mines during the Mines Environment and Mineral Conservation Week 2016-2017 held under the aegis of Controller General, Indian Bureau of Mines, Nagpur.

(f) Century Pulp & Paper (CPP):

- During the year, Century Pulp & Paper, Lalkuan participated in 100^th and 101^st "Agro-industrial Exhibition - 2016 and 2017" organized by and held at G B Pant University of Agriculture & Technology, Pant Nagar and Century Pulp & Paper has been adjudged First position.

During last eleven consecutive such exhibitions, ten times Century Pulp & Paper has stood First.

8. AUDITORS:

SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 324982E/E300003), who are Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of 5 years at the last Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Auditors of the Company. The Board recommends to the Shareholders ratification for their term of appointment as mentioned above at the ensuing Annual General Meeting of the Company. Such ratification will be obtained every year during their term of appointment.

9. AUDITORS'' REPORT:

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

10. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company, in respect of various manufacturing activities, are required to be audited. The cost audit report for the financial year 2015-16 was filed with the Ministry of Corporate Affairs on 6^th September, 2016. M/s. R. Nanabhoy & Co., Cost Accountants, were nominated as the Company''s Lead Cost Auditor.

Your Directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Cement, Paper and Textile products of the Company on a remuneration of Rs, 3.40 lacs and appointed Shri M.R. Dudani, Cost Accountants, to audit the cost accounts of the Rayon & Chemicals products on a remuneration of Rs, 2.08 lacs for the year 2017-18.

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 members'' ratification for the 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.

11. 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, Company Secretaries in practice (CP No.1388), to undertake the Secretarial Audit of the Company for the year ending 31^st March, 2018. The Secretarial Audit Report for the year ended 31^st March, 2017 is annexed herewith as ''Annexure-I'' to this Report. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.

12. FIXED DEPOSITS:

During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

13. 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.

14. 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 the annual accounts for the year ended on 31^st March, 2017 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 the Companies Act, 2013 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.

15. KEY MANAGERIAL PERSONNEL:

During the year, there was no change in the Key Managerial Personnel.

16. 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 the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.

17. AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT:

Audit Committee comprises of four members and all members are Independent Directors. 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 the 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 is 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 / Whole-time Director 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:

Your Company constituted a Risk Management Committee mandated to review the risk management plan / process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The Audit Committee has also been delegated with the responsibility of 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 key risks identified by the Company include, competition, financial risk and compliance of all applicable statues and regulations. The Company has well defined policies/mechanism to mitigate competition and financial risks. The Company reviews the policies/mechanism periodically to align with the changes in market practices and regulations. Compliance risks have been mitigated through periodical monitoring and review of the regulatory framework to ensure complete compliance with all applicable statutes and regulations.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The CSR Committee comprises of four members. Three members of the Committee are Independent Directors.

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

The Committee met once during the year to review 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.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of five members of which four, including the Chairman of the Committee, are Independent Directors.

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

20. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 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 (Ind-AS 24) 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 yearly 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 has been uploaded on the Company''s website.

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

The Solicitors for the Company, 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.

21. DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.

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

The Competition Appellate Tribunal ("COMPAT") by its order dated 11^th December, 2015 set aside the order of Competition Commission of India ("CCI") dated 20^th June, 2012 and remitted the matter to CCI for fresh adjudication of the issues involved. The amount of penalty deposited by the Company in compliance with the interim order by COMPAT was subsequently refunded. CCI on hearing the arguments, by its order dated August 31, 2016, once again held that the cement companies and the Cement Manufacturers'' Association (CMA) are guilty and in violation of the Sections 3(1) read with 3(3)(a) and 3(3)(b) of the Competition Act and imposed the penalty which in the case of the Company works out to Rs, 274.02 crores. The order for cease and desist was also imposed. The Company thereafter approached the COMPAT, which by its order dated November 7, 2016 stayed the operation of the CCI order subject to a deposit of 10% of the penalty amount within one month. The Company has accordingly deposited the said amount in December, 2016 in the form of Fixed Deposit in favour of COMPAT on behalf of the Company. The case is now pending before the COMPAT.

23. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. 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.

24. INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS:

The Ministry of Corporate Affairs vide its notification dated 16.02.2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS with effect from 1^st April, 2016.

25. ASSOCIATE COMPANIES:

The Board of Bander Coal Co. Pvt. Ltd., your Company''s associate, has initiated the process of closure of the said associate as there is no business left with it.

26. 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''.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

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

28. BUSINESS RESPONSIBILITY REPORTING:

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. PARTICULARS OF EMPLOYEES:

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

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 31^st March, 2017 is given in a separate Annexure to this Report.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 120^th Annual General Meeting and up to the date of the said 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. 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''s well-being.

Registered Office: On behalf of the Board,

Century Bhavan,

Dr. Annie Besant Road, D.K. AGRAWAL Y.P. DANDIWALA

Worli, Mumbai - 400 030 Whole-time Director Director

Dated: 12^th May, 2017

---

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

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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

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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

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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