DIRECTORS' REPORT
Dear Shareholders,
We are pleased to present the 128th 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:
|
|
|
|
(Rs. 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 |
0.06 |
314.62 |
(179.00) |
179.56 |
Less/(Add): |
|
|
|
|
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 |
(15.05) |
221.67 |
(148.74) |
128.25 |
Discontinued Operations |
|
|
|
|
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 31st March, 2025.
4. SHARE CAPITAL:
The Company's paid-up equity Share Capital remains at Rs.111.69 Crores as on 31st
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 Rs.180.18 Crores
(Previous year Rs.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 31st 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:
4th 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. 25th 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. 25th
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. 15th July, 2024 who held the office till the conclusion of the 127th
Annual General Meeting (AGM) of the Company. In the 127th AGM held on 23rd
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. 31st October, 2019.
On completion of his tenure, Mr. Sohanlal K. Jain ceased as an Independent Director of the
Company w.e.f. 31st 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. 30th October, 2024 up to 29th
October, 2029 and approved by the members on 19th 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.
12th August, 2022 for a period of three years till 11th August, 2025
by the Board of Directors at its meeting held on 25th July, 2022 and approved
by the shareholders on 20th October, 2022 through postal ballot by remote
e-voting. The Board of Directors at its meeting held on 14th 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. 12th 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 128th
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 16th 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 117th All India Farmers'
Fair and Special Prize in 116th 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 1st 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 28th July, 2016. On
Completion of their said first term of five years as Statutory Auditors of the Company at
the conclusion of the 124th Annual General Meeting held on 16th
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. 16th 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 30th 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 1st April, 2025. The Secretarial Audit Report for the
year ended 31st 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 31st 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 16th 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 had approved ESOS 2023
on 09th 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
01st 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 31st 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 31st March, 2025 by one more financial year i.e. up to 31st
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 24th
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 24th 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.
1st 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 14th 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 7th January, 2025 has allowed the said
Appeal and accordingly the impugned judgement of the High Court dated 14th 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. 31st
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 14th 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
31st 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 31st 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 128th
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.
Registered Office: |
On behalf of the Board, |
Century Bhavan |
|
|
Dr. Annie Besant Road |
R.K. Dalmia |
Pramod Kabra |
Worli, Mumbai-400 030 |
Managing Director |
Director |
Dated: 14th May, 2025 |
DIN: 00040951 |
DIN: 02252403 |
