Hindalco Industries Ltd Directors Report.
Your Directors have pleasure in presenting the 58th Annual Report and the audited standalone and consolidated fi nancial statements of your company for the year ended 31st March, 2017.
|Revenue from Operations||39,383||36,713||1,02,631||1,01,202|
|Profi t Before Interest, Tax Depreciation and Amortisation||5,819||4,325||13,558||10,004|
|Profi t before Exceptional Items and Tax||2,068||653||3,348||362|
|Share of Equity Accounted Investments||(25)||172|
|Profi t before Exceptional Items and Tax||2,068||653||3,323||534|
|Profi t before Tax||2,153||653||3,315||(43)|
|Profi t/ (Loss) for the period from Continuing Operations||1,557||554||1,882||(541)|
|Profi t/ (Loss) from Discontinuing Operations||0.5||(2.0)||0.5||(161)|
|Profi t/(Loss) for the Year||1,557||552||1,882||(702)|
|Other Comprehensive Income (Loss)||536||(1,373)||(18)||2,557|
|Total Comprehensive Income||2,093||(821)||1,864||1,855|
|Basic EPS Rupees from Continuing Operations||7.55||(0.63)||9.22||(4.15)|
|Appropriations to Reserves|
|Opening Balance in Retained||7,143||8,322|
|Earnings and Other Comprehensive|
|Total Comprehensive Income for the Current Year||2,093||(821)|
|Realised Gain/(Loss) on Equity||-||15|
|FVTOCI recyled in Equity|
|Dividends paid||(239 )||(223)|
|Transferred to Debenture||(150)||(150)|
|Closing Balance in Retained||8,847||7,143|
|Earnings and Other Comprehensive|
For the year ended 31st March, 2017, the Board of Directors of your Company has recommended dividend of 1.10 per equity share (Previous year
1 per equity share) to equity shareholders.
Equity shares that may be allotted upon exercise of Options granted under the Employee Stock Option Scheme and out of the Share Capital Suspense, and before the Book Closure for payment of dividend will rank pari passu with the existing shares and shall also be entitled to receive the aforesaid dividend.
In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015, hereinafter referred to as "Listing Regulations" your Company has formulated a Dividend Distribution Policy. The Policy is given in Annexure-I to the Full Annual Report and is also accessible from your Companys website: www.hindalco.com.
OVERVIEW AND STATE OF THE COMPANYS AFFAIRS:
Standalone Full Year Highlights
Hindalco registered Revenues of 39,383 crore for the fi scal year 2017. PBITDA (Profi t before Interest, Tax, Depreciation and Amortisation) was 5,819 Crore, up 35 percent compared to the previous year, supported by lower input cost, higher aluminium volumes and realization. Depreciation was up by 11 percent due to progressive capitalization. Interest expense was lower by 3 percent mainly on account of prepayment of loan. Net Profi t for the fi scal year 2017 stood at 1,557 crore, registering a growth of 182 percent versus previous year.
Consolidated Full Year Highlights
Hindalcos consolidated Revenue stood at 102,631 Crore for the fi scal year 2017. It attained a record consolidated EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) at 13,558 crore, up 36 percent as compared to the earlier year. The robust performance was supported by stable operations across businesses. For the fi scal year 2017, net profi t stood at 1,882 crore.
For detailed analysis, refer Management Discussion and Analysis.
The Company successfully raised USD 500 million through Qualifi ed Institutional Placement (QIP) in March 2017. This is the largest non-bank QIP in the last two years. There was a strong participation from FIIs and long- only investors, generating demand in excess of USD 1.5 billion (3x subscription). The QIP was priced at zero discount to the previous days closing share price. In line with the purpose of the issue, the Company used the cash proceeds from QIP towards prepayment of
4,505 crore of long term loan in April 2017 till date the total prepayment stands at 5,536 crore. During the fi scal year 2017, Novelis refi nanced its USD 2.5 billion Senior Notes and USD 1.8 billion Term Loan. As a result, annual cash interest savings of USD 79 million has been achieved along with an extended debt maturity profi le for the senior notes. Further, Novelis entered into a JV agreement with Kobe Steel in May 2017 to sell 50 per cent of ownership interest in Ulsan, South Korea facility for USD 315 million. This venture, named Ulsan Aluminium Limited, will provide synergies to both the high-quality partners.
During the year, Hindalco also divested its stake in Aditya Birla Minerals Limited, Australia.
Several innovative people - focused initiatives have been instituted at the Group level, and these are translated into action at all of the Group Companies. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. We feel this is critical to enable us retain our competitive edge.
RESEARCH AND DEVELOPMENT
Your Companys Research & Development (R&D) activities are focused on providing innovative, cost-effective and sustainable solutions to support consistent growth of business.
The R&D activities of your Company include process, product and application development, to develop short term as well as long term solutions to the issues faced by nonferrous sector, such as raw material quality, cost effective management of waste generated during processing, recovery of value from by product as well as any waste products, developing better understanding of the science of processes, reducing the specifi c energy consumption and carbon footprint etc. Specifi c programs have also been initiated to foster better understanding of the requirement of existing and prospective customers, and to provide a better service through application development, so as to increase your companys market share in the chosen market space. Technical competencies developed by your company will go a long way in terms of quick absorption of technologies, enabling pushing boundaries of our processes, so as to increase the economic performance and improve our new product/ new application pipeline to address the impending market opportunities.
Your Company already operates two Hindalco Innovation Centres (HIC), one HIC-Alumina at Belagavi working on R&D of bauxite, alumina and specialty alumina products, and one HIC-SemiFab located at Taloja, near Mumbai, working in the area of aluminium fabricated products. In addition, your company engages the Aditya Birla Groups corporate research and development centre, Aditya Birla Science and Technology Company Private Limited ("ABSTCPL"), for conducting R&D in select areas of work through chartered R&D projects. These are based on the domain expertise and R&D facilities available in ABSTCPL. The engagement has resulted into some patent applications, which have been and will be assigned to your company on the grant of the patent. ABSTCPLs forte of having multidisciplinary teams of technical experts, scientists and engineers, enables your company to develop building competencies in select areas, as a long term value to business.
AWARDS & RECOGNITIONS
Several accolades have been conferred upon your Company, in recognition of its contribution in diverse fi eld. A selective list:
Hindalco Central Logistics Cell recognised with the Economic Times Award for Supply Chain Management & Logistics and the Express Logistics & Supply Chain Leadership award for excellence in manufacturing supply chain engineering and logistics.
National Energy Conservation Award presented by the Bureau of Energy Effi ciency, Ministry of Power, Government of India.
Rashtra Vibhushan Gold Award presented by the Foundation for Accelerated Mass Development (FAME), for exemplary initiatives in the fi eld of sustainable livelihood for socio-economic development of the community around the unit.
Global CSR Excellence & Leadership Award for initiatives in community development. India CSR Award towards sustainable livelihood initiatives for the rural community around the unit. IDA Award presented for exemplary work in the fi eld of "Primary & Adult Education."
India CSR Award for initiatives under livelihood creation.
CII Eastern Region Award for Safety Health & Environment (SHE) with 3 Star Rating.
CII Eastern Region Productivity Award 2016 - First Prize for signifi cant improvement in productivity.
Renukoot Aluminium Complex
BT-CSR Award presented by Bureaucracy Today and presented by Mr. Anant Geete, Union Minister, Ministry of Heavy Industries & Public Enterprises.
Hirakud Smelter & Power
Rashtra Vibhushan Gold Award 2016-17 for Excellence in Environment Protection presented by the Foundation for Accelerated Mass Development (FAME), New Delhi.
Environment Health & Safety (ESH) Award (2nd Runners Up) 2016 presented to Hindalco Hirakud Power by the CII,Odisha at the 12th State Level Competition on Best Practices in Environment, Safety and Health (ESH).
Greentech Gold Award for outstanding achievement in environment management in chemicals sector. CII Eastern Region Award for Safety Health & Environment (SHE) with 3 Star Rating.
Silver Award presented by National Awards for Manufacturing Competitiveness (NAMC) 2016-17. Maharashtra State Energy Development Agency (MEDA) Energy Conservation Award for 2015-16.
Dahej Copper Complex
India CSR Award for continuous effort in covering a large number of benefi ciaries year on year under the units Education for All initiative.
BT-CSR Excellence 2016 Award for promoting education, under Dahejs Education for All programme covering 69 adopted villages in Bharuch district and reaching out to 85 primary and secondary schools covering over 16,000 students.
FICCICSRAward2016-RecognitionforCommendable CSR Work Done by Birla Copper for Rural and Community Development.
Champion of the Champions Trophy in the "Energy Vertical" of GHKC & GreEnv Contest 2016-17.
Annual Excellence Award Certifi cate of Excellence 2015-16 presented by Container Corporation of India, for having achieved fi rst position as Exporter at ICD Ankleshwer.
NationalGoldAwardforManufacturingCompetitiveness (NAMC) 2016 for its world class manufacturing process and effi cient working methodologies.
Second prize for "Safe Boilers" in Mega industries category, awarded by Department of Factories, Government of Karnataka.
Second prize for "Best Safe Industry" in Mega industries category, awarded by Department of Factories, Government of Karnataka.
CII - EXIM award for business excellence 2016 for displaying Strong Commitment to Excel on the journey towards Business Excellence.
Gare Palma Coal Mines
Awarded various fi rst and second prizes for Overall safety, Safety Management Plan, E&M, Ventilation, etc., and on Recovery during Zonal Safety and Rescue competitions, organised by the Director General of Mines Safety.
Jharkhand and Chhattisgarh Bauxite Mines
Amtipani Bauxite Mines awarded 4 Star Rating for sustainable development at the National Mining Conclave held at Raipur, presented by Ministry of Mines & Steel, Government of India. Samri Mines awarded National Safety Award -1st Prize (Presidents award) for longest accident free period and Responsible Business Award -CSR (in organizational category). Several fi rst and second prizes awarded to various mines for Overall Safety performance, General Working, Engineering (Electrical & Mechanical) and housekeeping, Publicity & Propaganda, Environmental Pollution Control & Plantation, Mine Survey DGMS. First and second prizes were also awarded to various mines on Afforestation, Reclamation & Rehabilitation, Overall Performance etc., by the Indian Bureau of Mines.
West Coast Bauxite Mines
Dhangarwadi Mine won three prizes during the Mines Safety Week, including fi rst prize for overall performance, systematic mines working, drilling, blasting & haul road and second prize for Engineering/ Maintenance. Prizes for mineral conservation, publicity & propaganda during Mines, Environment & Mineral Conservation Week programmes.
Quality Circle Awards
Teams from Hindalco units, Renukoot, Renusagar, Dahej, Hirakud, Taloja among others, earned highest level awards at the Regional and National Quality Circle Conventions, including Gold Awards and Excellence and Par Excellence awards.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements for the year ended 31st March, 2017 have been prepared by your Company in accordance with the provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of Listing Regulations and forms part of the full Annual Report.
EMPLOYEE STOCK OPTION SCHEMES:
During the year ended 31st March, 2017, the Company has allotted 4,43,476 fully paid-up equity share of 1/- each of the Company (Previous year 3,185) on exercise of options under ESOS 2006.
During the year ended 31st March, 2017, the Company has allotted 9,97,195 fully paid-up equity share of
1/- each of the Company (Previous year 2,193) on exercise of options under ESOS 2013. The details of Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Companys website viz. www. hindalco.com.
A certifi cate from the statutory auditor on the implementation of your Companys Employees Stock Option Schemes will be placed at the ensuing Annual General Meeting for inspection by the members. There is no material change in the scheme and scheme is in compliance with SEBI (Share Based Employee Benefi ts) Regulations, 2014.
Your Directors reaffi rm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices. The entire report on Corporate Governance forms part of full Annual Report.
ABRIDGED ANNUAL REPORT
In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts of Companies) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profi t and loss and other documents to the shareholders for the Financial Year 2016-17, under the relevant laws.
The Abridged Annual Report is being circulated to the members excluding the Annual Report on CSR Activities, Remuneration Philosophy/ Policy, Secretarial Audit Report, Extract of Annual Return, Dividend Policy Full Report on Corporate Governance and Shareholders Information. Members who desire to obtain the full version of the Annual Report may write to the Company Secretary at the registered offi ce. Full version of the Annual Report is also available on the Companys website www.hindalco.com.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) of the Companies Act, 2013 "the Act", your Directors subscribe to the "Directors Responsibility Statement" and confi rm that: a) in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures; b) the accounting policies selected have been applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2017 and of the profi t of your company for that period; c) proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities; d) the annual accounts of your Company have been prepared on a going concern basis; e) your Company had laid down internal fi nancial controls and that such internal fi nancial controls are adequate and were operating effectively; f) your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
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 Companies (Accounts) Rules,2014 is set out in Annexure-II to the full and Abridged Annual Report.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 "the Act", read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the
Company Secretary at the Registered Offi ce of your Company. Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-III to the full and Abridged Annual Report.
Board constitution and changes:
Mr. A. K. Agarwala (DIN: 00023684) will retire from offi ce by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Mr. A. K. Agarwala has given required declaration under Companies Act, 2013.
The Board recommends the reappointment of Mr. A. K. Agarwala. Item seeking your approval is included in the Notice convening the Annual General Meeting.
Brief resume of the director being re-appointed form part of the notice of the ensuing Annual General Meeting.
Independent Directors Statement:
Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) of the Listing Regulations.
Policy on appointment and remuneration of Directors and Key Managerial Personnel:
The Nomination and Remuneration Committee has formulated the remuneration policy of your company which is attached as Annexure-IV to the full Annual Report.
Meetings of the Board:
The Board of Directors of your Company met 6 times during the year details of which are given in the Corporate Governance Report forming part of the full Annual Report.
Pursuant to the provisions of the Companies Act,2013 and Listing Regulations, the Directors has carried annual performance evaluation of Board, Independent Directors, Non executive Directors, Executive Directors, Committee and Chairman of the Board. The evaluation framework focused on various aspects of the Board and Committees such as review, timely information from management etc. Also, the performance of individual directors was divided into Executive, Non Executive and Independent Directors and based on the parameters such as contribution, attendance, decision making, action oriented, external knowledge etc. Board members have evaluated Independent Directors, Non executive Directors, Executive Directors, Committee, Board and Chairman. The result of evaluation was satisfactory and meets the requirements of the Company. Board fully agreed and rated 100% on its functioning, skill sets and working atmosphere. Independent Directors scored well on expressing their views and in understanding the Company and its requirements. Non-Executive Directors scored well in understanding the Company and its requirements and keep themselves current on the areas to be discussed. Executive Directors are action oriented and ensures timely implementation of the Board decisions. Board is completely satisfi ed with the functioning of various Committees. Board has full faith in the Chairman in leading the Board effectively and ensuring contribution from all its members.
The Audit Committee comprises of Mr. M.M. Bhagat, Mr. K.N. Bhandari, Mr. Y.P. Dandiwala, Independent Directors of your Company. Mr. Satish Pai: Managing Director and Mr. Praveen Kumar Maheshwari: Chief Financial Offi cer and Whole-Time Director are the permanent invitees. Further details relating to the Audit Committee are provided in the Corporate Governance Report forming part of the full Annual Report.
KEY MANAGERIAL PERSONNEL:
In terms of provisions of Section 203 of the Companies Act, 2013, Mr. Satish Pai: Managing Director, Mr. Praveen Kumar Maheshwari: Chief Financial Offi cer and Mr. Anil Malik: Company Secretary are the Key Managerial Personnel of your Company.
Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct. Adequate safeguards are provided against victimisation to those who avail of the mechanism and direct access to the Chairman of the Audit Committee is available. The vigil mechanism is available on your Companys website viz. www.hindalco.com.
M/s. Singhi & Co are the Statutory Auditors of the Company. Pursuant to the provisions of the Companies Act, 2013, M/s Singhi & Co were appointed as the auditors for a period of three years i.e. from the conclusion of the fi fty-fi fth Annual General Meeting until the conclusion of the fi fty eighth Annual General Meeting of the Company to be held in the calendar year 2017. Pursuant to the provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors in the meeting held on 30th May, 2017, on the recommendation of the Audit Committee, appointed M/s. Price Waterhouse
& Co. Chartered Accountants LLP (Registration No. 304026E/E-300009), as the Statutory Auditors of the Company in place of M/s Singhi & Co, the retiring Statutory Auditors, for a period of fi ve years i.e., to hold offi ce from the conclusion of this Annual General Meeting till the conclusion of the Sixty third Annual General Meeting of the Company, to be held in the year 2022, subject to ratifi cation of their appointment by the Members if required at every Annual General Meeting till the Sixty-second Annual General Meeting. Resolution seeking your approval is included in the Notice convening the Annual General Meeting. The observation made in the Auditors Report are self explanatory and thereofore, do not call for any further comments under Section 134(3)(f) of the Act.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. Nanabhoy & Co., Cost Accountants, Mumbai as Cost Auditors, to conduct the cost audit of your Company for the fi nancial year ending 31st March, 2018, at a remuneration as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratifi cation. Accordingly, a resolution seeking Members ratifi cation for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed BNP & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting the Secretarial Audit of your Company for the fi nancial year ended 31st March, 2017. The Report of the Secretarial Auditors is annexed herewith as Annexure-V to the full Annual Report.
The Secretarial Audit Report does not contain any qualifi cation, reservation or adverse remark.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to sustainable development. A detailed report of the Companys initiatives and commitment to environment conservation is part of Sustainability & Business Responsibility Report forming part of the full and Abridged Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements of the full Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mrs. Rajashree Birla. The other Members of the Committee are Mr. Jagdish Khattar, Independent Director, Mr. A.K. Agarwala, Non Executive Director, Mr. Satish Pai: Managing Director and Mr. D. Bhattacharya: Non Executive Director. Dr. Pragnya Ram, Group Executive President, Corporate Communication & CSR is a permanent invitee to the Committee. Your Company also has in place a CSR Policy and the same is available on your Companys website viz. www.hindalco.com. The Committee recommends to the Board activities to be undertaken during the year.
Your Company is a caring corporate citizen and lays signifi cant emphasis on development of the communities around which it operates. Your Company has identifi ed several projects relating to Social
Empowerment & Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year and initiated various activities in neighbouring villages around plant locations. During the fi nancial Year 2016-17 the Company has spent
28.36 Crores under Section 135 of the Companies Act, 2013 on CSR activities , which represent 2.70 % of average net profi ts of the Company for last three fi nancial years. The Annual Report on CSR activities is attached as Annexure-VI to the full Annual Report.
Pursuant to the requirement of Listing Regulations, the Company has constituted Risk Management Committee, which is mandated to review the risk management plan/process of your company. Risk evaluation and management is an ongoing process within the Organization. Your Company has comprehensive risk management policy which is periodically reviewed by the Risk Management Committee.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the fi nancial year, your Company entered into related party transactions which were on arms length basis and in the ordinary course of business. There are no material transactions with any related party as defi ned under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations. All related party transactions have been approved by the Audit Committee of your Company. The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Companys website viz. www.hindalco.com.
EXTRACT OF ANNUAL RETURN:
In terms of the provisions of Section 92 (3) of the Companies Act, 2013 ("the Act") read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the fi nancial year ended 31st March, 2017 is given in Annexure-VII to the full Annual Report.
BUSINESS RESPONSIBILITY REPORT
As per Listing Regulations, a separate section of Business Responsibility Report forms part of the full and Abridged Annual Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit is defi ned by the Audit Committee. The Internal Audit Department monitors and evaluates the effi cacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Signifi cant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROL
Your directors confi rm having laid down internal fi nancial controls and that such internal fi nancial controls are adequate and were operating effectively
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
The fi nancial statements of your Companys subsidiaries and related information have been placed on the website of your Company viz. www.hindalco. com and also available for inspection during business hours at the registered offi ce of your Company. Any Member, who is interested in obtaining a copy of fi nancial statements of your Companys subsidiaries, may write to the Company Secretary at the Registered Offi ce of your Company. In accordance with the provisions of the Section 129 (3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and fi nancial position of each of the subsidiaries, associates and Joint Venture is attached as Annexure-VIII to the full and Abridged Annual Report. ThenamesofCompanieswhichhavebecomeorceased to be subsidiaries, Joint Ventures and associates are also provided in the aforesaid statement.
There were no material changes and commitments affecting the fi nancial position of your Company between end of fi nancial year and the date of report.
Your Company has not issued any shares with differential voting.
There was no revision in the fi nancial statements.
Your Company has not issued any sweat equity shares.
Mr. Satish Pai is a director on the Board of Novelis Inc, wholly owned subsidiary. He is in receipt of annual fee of US$ 150000 from Novelis Inc in the calendar year 2016. Mr. Praveen Kumar Maheshwari: Whole-Time Director and Chief Financial Offi cer has not received any commission/ remuneration from your Companys subsidiary Companies.
There is no change in the nature of business.
During the year under review, your Company has not accepted any fi xed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2017, there were no deposits which were unpaid or unclaimed and due for repayment.
There were no signifi cant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
There were no frauds reported by the Auditors u/s 143(12) of the Companies Act, 2013.
Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Honorable Ministers, Secretaries and other offi cials of the Ministry of Mines, Ministry of Coal, the Ministry of Chemicals and Fertilizers and various State Governments. Your Directors thank the Financial Institutions and Banks associated with your Company for their support as well. Your Companys employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.
For and on behalf of the Board
|Satish Pai||M.M. Bhagat|
|Managing Director||Independent Director|
|Dated : 30th May, 2017|