Sterlite Industries (India) Ltd

This annual report has a detailed chapter on Operational Performance and Financial Review.

Disclosures by Management to the Board

All disclosures relating to financial and commercial transactions where Directors may have a potential interest are provided to the Board, and the interested Directors do not participate in the discussion nor do they vote on such matters.

Disclosure of Accounting Treatment in Preparation of Financial Statements

Sterlite has followed the guidelines of accounting standards referred to in Section 211(3C) of the Companies Act, 1956 including Accounting Standard (AS)-30 on ‘Financial Instruments : Recognition and Measurement’ and Limited revision arising out of it in other Accounting Standards, issued by ‘The Institute of Chartered Accountants of India’.

Code for Prevention of Insider-Trading Practices

In compliance with the SEBI regulation on prevention of insider trading, the Company has instituted a comprehensive code of conduct for its Directors, management and officers. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of company, and cautioning them of the consequences of violations. The code clearly specifies, among other matters, that Directors and specified employees of the Company can trade in the shares of the company only during ‘Trading Window Open Period’. The trading window is closed during the time of declaration of results, dividend and material events, etc. as per the Code.

The Company Secretary is the Compliance Officer.

CEO/CFO Certification

The CEO and CFO certification of the financial statements for the year is enclosed at the end of the report.

Appointment/Re-appointment of Directors

Profile of Directors along with the Directorship details who are retiring by rotation is provided herewith.

Mr. Sandeep Junnarkar

Mr. Sandeep H. Junnarkar is our Non-Executive Director and was appointed to our board of directors in June 2001. Mr. Junnarkar is a solicitor and a partner of Messrs Junnarkar & Associates. Mr. Junnarkar specializes in banking and corporate law and regularly advises on all aspects of exchange control under the Foreign Exchange Management Act, 1999, and Securities Contracts (Regulation) Act,

1956. Mr. Junnarkar has a Bachelor of Law from the University of Mumbai and is a member of the Bombay Incorporated Law Society.

other Directorships

1. Everest Industries Limited

2. Excel Crop Care Limited

3. IL&FS Infrastructure Development Corp Limited

4. Jai Corp Limited

5. Jai Realty Ventures Limited

6. Reliance Industrial Infrastructure Limited

7. Reliance Industrial Investments & Holdings Limited

8. Reliance Ports and Terminals Limited

9. Reliance Utilities Private Limited

10. Sunshield Chemicals Limited

11. Tilaknagar Industries Limited

other Committee memberships

Audit Committee

Reliance Utilities Private Limited

Everest Industries Limited

Reliance Industrial Infrastructure Limited

Tilaknagar Industries Limited

Shareholders & Investors’ Grievance Committee

Reliance Industrial Infrastructure Limited

Remuneration Committee

Everest Industries Limited

Excel Crop Care Limited

IL&FS Infrastructure Development Corpn Limited

Reliance Industrial Infrastructure Limited

Mr. Berjis Desai

Mr. Berjis Minoo Desai is our Non-Executive Director and was appointed to on the Board of Directors of the Company in January 2003. Mr. Desai is a solicitor and has been the managing partner of Messrs J. Sagar Associates since 2003 specializing in mergers and acquisitions, securities, financial international business laws and international commercial arbitration. Mr. Desai has a Bachelor of Arts and a Bachelor of Law from the University of Mumbai and a Master of Law from the University of Cambridge.

Other Directorships

1. The Great Eastern Shipping Company Limited

2. NOCIL Limited

3. Praj Industries Limited

4. Emcure Pharmceuticals Limited

5. Greatship (India) Limited

6. Kotak Mahindra Trusteeship Services Limited

7. Centrum Capital Limited

8. Deepak Nitrite Limited

9. Inventurus Knowledge Solutions Private Limited

10. Centrum Fiscal Private Limited

11. Capricorn Studfarm Private Limited

12. Capricorn Agrifarms & Developers Private Limited

13. Capricorn Plaza Private Limited

14. Equine Bloodstock Private Limited

15. Sabre Capital Investment Advisors Private Limited

16. Sabre Abraaj Private Equity Advisors Private Limited

Other Committee Memberships

Audit Committee

Emcure Pharmaceuticlas Limited

The Great Eastern Shipping Company Limited

Shareholders & Investors’ Grievance Committee

NOCIL Limited

The Great Eastern Shipping Company Limited

Centrum Capital Limited

Remuneration Committee

The Great Eastern Shipping Company Limited

Emcure Pharmaceuticals Limited

Mr. D. D. Jalan

Mr. Dindayal Jalan joined Sterlite Group in 2001 as President-Australian Operations, responsible for their mines in Australia and moved to the position of CFO Vedanta in the year 2005.

He has over 30 years of experience with companies in the engineering, mining and non-ferrous metal sectors Mr. Jalan had been associated with the Aditya Birla Group in various capacities between 1978 to 2000.

He is a member of the Institute of Chartered Accountants of India.

Mr. D. D. Jalan does not hold any shares in the Company.

Other Directorships

1. Sterlite Opportunities and Ventures Limited

2. Madanpur South Coal Company Limited

3. Thalanga Copper Mines Pty Limited

4. Copper Mines of Tasmania Pty Limited

5. Vedanta Resources Finance Limited

6. Vedanta Resources Finance Cyprus Limited

7. Talwandi Sabo Power Limited

Other Committee Memberships

Nil

Communication to Shareholders

Sterlite Industries (India) Ltd. puts forth key information about the company and its performance, including quarterly results, official news releases, and presentations to analysts, on its website www.sterlite-industries.com regularly for the benefit/information of the public at large.

During the year, the quarterly results of the Company’s performance have been published in leading newspapers such as ‘The Economic Times’ in English and ‘Dinamalar’ (Tamil Nadu edition) in the vernacular. Hence, they are not separately sent to individual shareholders Sterlite, however, furnishes the quarterly and half-yearly results on receipt of a request from any shareholder.

Investor Grievances & Shareholder Redressal

The company has appointed, M/s. Karvy Computershare Private Limited, as its Registrar and Share Transfer Agent, who are fully equipped to carry out share transfer activities and redress investor complaints. Company Secretary is the Compliance Officer for redressal of all shareholders’ grievances.

Disclosures on materially significant related party transactions ie transactions of the Company of material nature, with its promoters, the Directors or the management, their relatives, or subsidiaries, etc that may have potential conflict with the interests of the Company at large.

None of the transactions with any of the related parties were in conflict drawn to the disclosures of transactions with related with related parties as set out in Notes on Accounts Schedule ‘21’ forming part of the Annual Report.

Details of Non-Compliance by the Company

1. SEBI barred the Company from accessing the Indian Capital Market for Equity/Debt issue for a period of two years from 19 April 2001. The matter relates to alleged price manipulation during an open offer for the acquisition of shares in Indian Aluminium Company Limited made by the Company. The Company appealed against the SEBI Order before the Securities Appellate Tribunal (SAT). The SAT vide its order dated 22 October 2001 set aside the earlier SEBI order. SEBI has preferred an appeal against the SAT order in the High Court of Judicature at Bombay and the same is pending.

General Body Meetings

Date, time and venue for the last three annual general meetings and extraordinary general meetings are given in Table 7 below.

Table 7: Details of last three Annual General meetings

Postal Ballot

No resolution was passed during the financial year through Postal Ballot.

No resolution is proposed to be passed at the forthcoming Annual General Meeting through postal ballot.

Mandatory Requirements

The company is fully compliant with the applicable mandatory requirements of Clause 49.

Non- Mandatory Requirements

The details of compliance of the non-mandatory requirements are listed below.

Remuneration Committee

Details of the composition and function of the Remuneration Committee are given in the section ‘Committees of the Board’.

Shareholder Rights furnishing of half-yearly results

Details of the shareholders’ rights in this regard are given in the section ‘Communication to Shareholders’.

Audit Qualifications

During the current financial year, there are no audit qualifications in the financial statements. The company continues to adopt appropriatebestpracticesinordertoensure statements.

Whistle-blower Policy

Sterlite has a whistle blower policy, where any instance of non-adherence to the Policy or any observed unethical behaviour is to be brought to the attention of the Head of Management Assurance System. During the year, the concerns reported under this mechanism have been scrutinised and appropriate actions taken.

Auditor’s certificate on

The company has obtained a Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance, as mandated in Clause 49. The to this report.

Certificate on Corporate Governance

To

The Members of Sterlite Industries (India) Limited

1. We have examined the compliance of conditions of Corporate Governance by Sterlite Industries (India) Limited (the Company”), for the financial year ended 31 March 2009, as stipulated in clause 49 of the Listing Agreement of said Company with the stock exchanges.

2. The compliance of conditions of Corporate Governance is responsibility of the management. Our examination was limited to the review of the procedures and implementations thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor expression of opinion on the financial statement of the Company.

3. The Chairman of the Audit Committee could not attend the 33rd Annual General Meeting of the Company held on 22 August 2008 in view of the reason explained in the report on the Corporate Governance; however, the Vice Chairman of the Audit Committee was present.

4. In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the directors and the management, we certify that the Company has complied in all material respect with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement, except as stated in paragraph 3 above.

5. We state that such compliance is neither an assurance as to future viability of the Company nor the effectiveness with which the management has conducted the affairs of the Company.