The Directors have pleasure in presenting the 56th Annual Report and
the audited standalone and consolidated financial statements of your
company for the year ended 31st March, 2015.
FY15 FY14 FY15 FY14
Revenue from Operations 34,525 27,851 1,04,281 87,695
Other Income 882 1,124 1,105 1,017
PBITDA 4,299 3,616 10,049 9,303
Depreciation 837 823 3,591 3,553
PBIT 3,462 2,793 6,458 5,751
Finance Cost 1,637 712 4,178 2,702
Profit before Exceptional
Items and Tax 1,825 2,081 2,280 3,049
Exceptional Items 578 396 1,940 396
Profit before tax 1,247 1,685 340 2,653
Tax Expenses 322 272 256 525
Profit before Minority
Interest and Share in
profit/(loss) of 925 1,413 84 2,128
Minority Interest in Profit/
(Loss) (596) 20
Share in Profit/(loss) of
Associates 175 67
Net Profit 925 1,413 854 2,175
EPS (Basic) - Rs. 4.48 7.09 4.14 10.91
Note: Certain descriptions and /or fi gures of earlier periods have
been changed/regrouped to conform to current practices
The amounts proposed to be carried to reserves Standalone Accounts:
As at As at
Surplus in the Statement of Profit
Balance as at the 750.00 750.00
beginning of the year
Add: Profit for the year 925.16 1,413.33
Less: Transferred to (150.00) (150.00)
Less: Dividend on Equity (206.52) (206.46)
Less: Dividend (39.29) (0.90)
Less: Transferred to - (1,055.97)
Balance as at the end of 1,279.35 750.00
For the year ended 31st March,2015, the Board of Directors of your
Company have recommended dividend of Re. 1 per share (Previous year
Rs.1 per share) to equity shareholders aggregating to Rs. 246.11 crore
(Previous year Rs. 241.55 Crore) including Dividend Distribution Tax.
Equity shares that may be allotted upon exercise of Options granted
under the Employee Stock Option Scheme 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.
OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS:
For the year ended March 31, 2015, net sales are up by 24% with Profi t
before depreciation, interest and tax growth at 19%.
Depreciation stood at Rs. 837 crore compared to Rs. 823 crore in the
previous year, refl ecting a change in the manner of calculation of
depreciation w.e.f. 1st April, 2014 by considering revised useful life
of assets to bring it in line with Schedule II of the Companies Act,
The increase in Finance cost from Rs. 712 crore in FY14 to Rs. 1,637
crore in FY15 refl ects the lower capitalisation of finance charges in
line with progressive commissioning of facilities.
Profit before exceptional items at Rs. 1,825 crore was lower by 12%
compared to FY14 resulting from higher interest.
Exceptional Items (Net) of Rs. 578 crore include:
(a) Rs. 563 crore towards additional levy of Rs. 295/- per MT on
extracted coal for the period up to 30th September, 2014.
(b) Rs. 258 crore towards provision for diminution in the carrying
value of investments in Aditya Birla Minerals Limited, Australia, a
subsidiary of the Company.
(c) Reversal of Rs. 29 crore out of the liability provided for in the
previous year on account of the UP Tax on Entry of Goods into Local
Areas Act, 2007 (UP Entry Tax), following completion of assessment.
(d) Foreign exchange gain of Rs. 361 crore in connection with Rs.1,394
crore received from A V Minerals (Netherlands) N. V., a wholly owned
subsidiary of the Company, towards return of capital by reducing
nominal value of shares.
(e) Rs. 147 crore liability provided towards Renewable Power
Obligations (RPO) under the Electricity Act, 2003.
Net profi t stood at Rs. 925 crore compared to Rs. 1,413 crore in
The Consolidated Revenue and Profi t before Depreciation, Interest and
Taxes grew by 19% and 8% respectively, in comparison to the last year''s
Net profi t was lower at Rs. 854 Crore, because of higher interest cost
and exceptional items. The exceptional items (in addition to items
included in standalone as mentioned above) mainly relate to a sinkhole
incident at one of the subsidiary companies in Australia and change in
macro-economic conditions. This has resulted in the impairment of fi
xed assets, write down in value of inventories and expenses incurred
towards restoration of operations.
Novelis Inc. (a wholly owned subsidiary)
Revenue of Fiscal 2015 increased 14% to .1 billion compared to .8
billion in fi scal 2014. Revenue growth was driven by record shipments
of rolled aluminium products of 3,050 kilotonnes in fi scal year 2015.
Higher average metal prices in fi scal year 2015 also contributed to
the increase in revenues.
Novelis reported net income of 8 million for fi scal year 2015, a
42% increase from 4 million reported in fi scal 2014. Excluding
certain tax-effected items, net income increased four percent to 1
million in fi scal 2015.
Adjusted EBITDA grew 2% to 2 million in fi scal 2015 compared to the
5 million reported in fi scal 2014. The increase was primarily
driven by higher shipments, favourable product mix due to a strategic
shift to grow automotive shipments and cost benefi ts from using a
higher percentage of recycled metal inputs. Partially offsetting these
gains were higher costs associated with the start-up and support of new
capacity, lower pricing in some Asian markets, as well as unfavourable
foreign exchange and metal price lag.
The company reported free cash flow of million for the year, an
million increase over the prior year. Novelis generated positive free
cash fl ow for fi scal year 2015 as a result of strong operating
results, lower capital spending, and structural reductions to working
capital, despite volatile metal prices and higher working capital
requirements as it ramped up new assets.
At the end of the fi scal 2015, the company reported liquidity of .1
Utkal Alumina International Limited (UAIL) (a wholly-owned subsidiary)
The Alumina Refi nery at UAIL produced 1 million ton of Alumina in FY15
compared to 0.2 million ton in FY14. Of this, 288 kilotonnes of
Alumina was exported, the balance was supplied to smelters at Hindalco.
The cost of production of Alumina at UAIL is comparable to world
benchmark cost of production.
UAIL reported an EBITDA of Rs. 261 crore. Its Net loss stood at Rs. 496
crore after interest charge of Rs. 519 crore and Depreciation of Rs.
Aditya Birla Minerals Limited (ABML) (a 51% subsidiary)
Aditya Birla Minerals Limited, Australia reported a net loss of AUD
219.7 million in FY15 compared to AUD 0.2 million in FY14. The sinkhole
incident in March 2014 resulted in a cost of approximately m during
the suspension period. Its Copper production volume after
recommencement of operations was lower and Impairment charges of ~9
million had an adverse impact on the Company''s fi nancials in FY15.
The suspension of operations for more than 4.5 months in FY15 resulted
in signifi cantly lower operating performance compared to the previous
year FY14. The Nifty Copper Sulphide Concentrator produced 12,698
metric tonnes of copper in concentrate as compared to 44,071 metric
tonnes of contained copper the previous year, a decrease of 71%. The
management is now focussed on implementation of various cost
optimisation initiatives and rationalisation of capex spending.
ABML has resolved to undertake a review of the Company''s strategic
options with a view to maximise value for all shareholders (Strategic
Review). The Strategic Review will consider corporate and operational
strategies, and include a review of ownership options available to the
Business Reconstruction Reserve:
The Company had formulated a scheme of fi nancial restructuring under
Sections 391 to 394 of the Companies Act 1956 (the Scheme) between
the Company and its equity shareholders approved by the High Court of
judicature of Bombay to deal with various costs associated with its
organic and inorganic growth plan. Pursuant to this, a separate reserve
account titled as Business Reconstruction Reserve (BRR) was created
during the year 2008-09 by transferring balance standing to the credit
of Securities Premium Account of the Company for adjustment of certain
expenses as prescribed in the Scheme. Accordingly the Company had
transferred Rs. 8,647.37 crore from Securities Premium Account to BRR
and till 31st March, 2014, Rs. 153.04 crore and Rs. 2,068.50 crore have
been adjusted against BRR in standalone and consolidated accounts
respectively. During the year, following expenses has been adjusted
with BRR in both accounts:
(a) Impairment loss of Rs. 62.29 crore (Net of deferred tax Rs. 32.97
crore) arising on deteriorating operating performance in one of its
cash generating unit of Aluminium Business.
(b) Provision of Rs. 35.00 crore towards diminution in value of
investment of Mahan Coal Limited, joint venture of the Company, and
Tubed Coal Mines Limited, subsidiary of the Company, made following
de-allocation of coal blocks by the Hon''ble Supreme Court.
There are no signifi cant and material orders passed by the regulators
or courts or tribunals impacting the going concern status of the
The Supreme Court of India by its judgment dated 25th August, 2014 read
with its Order dated 24th September, 2014 cancelled 204 coal blocks
which had been allocated earlier for the purposes of mining coal for
captive consumption. These include three Coal blocks allotted to your
Company jointly with others, viz. Tubed Coal Block, Mahan Coal Block,
Talabira II/III coal block and one Coal block allotted to your Company
i.e Talabira I Coal block in Orissa. No mining activity had commenced
at Tubed, Mahan and Talabira II & III Coal Blocks.
Subsequent to the Supreme Court judgment, the Central Government
promulgated Ordinances dated 21st October, 2014 and 26th December, 2014
for allotment and auction of 204 coal blocks. The Ministry of Coal has
also framed Rules u/s 29 of The Coal Mines (Special Provision)
Ordinance, 2014 and notifi ed on 11th December, 2014 the auction and
allotment of all the above mentioned coal blocks. Your Company
participated in the e-auction conducted by the Central Government for
allocation of the coal blocks and has been awarded the Gare Palma IV/4
and Gare Palma IV/5 coal mines situated in Chhattisgarh, which has
about 11 Million Tonnes and about 41 Million Tonnes of coal reserve
respectively, Kathautia Coal Mine in Jharkhand which has about 26
Million Tonnes of coal reserve and Dumri Coal Mine in Jharkhand which
has about 46 Million Tonnes of coal reserve.
Commercial production from the mines is expected to commence in Q2 of
FY16. The primary consideration for obtaining the mines is to ensure
your Company''s coal security.
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, centred around accountability
is in place. We feel this is critical to enable us retain our
RESEARCH AND DEVELOPMENT
Your Company''s 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 company''s 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 Belgaum 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 Group''s 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. ABSTCPL''s forte of
having multi-disciplinary 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 elds. A selective list:
1. Aditya Aluminium wins Kalinga Safety Award for Best Practices in
Safety & CSR, presented at the Odisha State Safety Conclave.
2. Utkal Alumina International Limited wins the Think Media Best CSR
Case Study Award 2014 on the theme of Access to Quality Health Care
3. Hirakud wins Greentech CSR Silver Award 2014 for its initiatives in
Sustainable Livelihood in and around the unit location.
4. Hirakud Smelter wins CII Easter Region Quality Award 2014-15
(Certifi cate of Appreciation) in the large scale category.
5. Birla Copper Dahej wins Greentech CSR Silver Award 2014 for
Education Upliftment in 85 surrounding Government schools.
6. Birla Copper Dahej wins Greentech Environment Gold Award 2014 for
continual sustainable development approach.
7. Birla Copper Dahej wins Greentech CSR Silver Award 2014 for
outstanding achievement in Safety Management System.
8. Birla Copper Dahej wins 2nd Runners Up Award & Advocacy Award at
the All India Kaizen Competition organized by Baroda Productivity
9. Taloja wins Greentech Safety Silver Award 2014 for excellence in
Fire & Safety Management.
10. Taloja wins Greentech Environment Silver Award 2014 for continual
sustainable development approach.
11. Taloja wins CII-EXIM Bank Award (Commendation Certifi cate) 2014,
for Strong Commitment to Excel.
12. Mouda Works received First Prize for Best Safety Practice in a
Competition organized by the National Safety Council, Vidharba Action
Centre in collaboration with Directorate, Industrial Safety & Health -
Government of Maharashtra.
13. Maliparbat Mines wins awards in Training, OHS, Welfare &
Amenities, Safety Performance & Consciousness during the Odisha
Metalliferrous Mines Safety Week programme.
14. Teams from Renukoot, Renusagar, Hirakud, Dahej win at the National
level Quality Circle Conventions.
15. Belur participant wins First Prize under Trade Electrician at the
National level Work Skills Competition.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements 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 the listing agreement with the Stock
Exchanges and forms part of the Annual Report.
EMPLOYEE STOCK OPTION SCHEMES:
ESOS - 2006
During the year ended 31st March, 2015, the Company has allotted
373,666 fully paid-up equity share of Rs. 1/- each of the Company
(Previous year 4,800) on exercise of options under ESOS 2006 for which
the Company has realised Rs. 3.83 crore (Previous year Rs. 0.05 crore)
as exercise money. The weighted average share price at the exercise
date was Rs. 168.73 per share (Previous yearRs. 115.20).
ESOS - 2013:
During the year ended 31st March, 2015, the Company has allotted 18,848
fully paid-up equity share of Rs. 1/- each of the Company (Previous
year Nil) on exercise of options under ESOS 2013 for which the Company
has realised Rs. 0.22 crore (Previous year Nil) as exercise money. The
weighted average share price at the exercise date was Rs. 154.54 per
share (Previous year NIL).
The details of Stock Options and Restricted Stock Units granted under
the above mentioned Schemes are available on your Company''s website
viz. www. hindalco.com.
A certificate from the statutory auditor on the implementation of your
Company''s Employees Stock Option Schemes will be placed at the ensuing
Annual General Meeting for inspection by the members.
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 and has implemented all of its stipulations.
As required by Clause 49 of the Listing Agreement of Stock Exchanges, a
separate section on Corporate Governance, together with a certifi cate
from your Company''s statutory auditors, forms part of this Annual
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
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,2015 and of the profi t of your company for
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
e) your Company had laid down internal fi nancial controls and that
such internal fi nancial controls are adequate and were operating
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-I to this 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-II.
Board constitution and changes:
The Board of Directors of the Company had appointed existing
Independent Directors viz. Mr. M.M. Bhagat, Mr. N.J. Jhaveri, Mr. K.N.
Bhandari, Mr. Jagdish Khattar and Mr. Ram Charan as Independent
Directors under the Companies Act, 2013 for a term of fi ve years which
was also approved by the members in the Annual General Meeting held on
24th September, 2014.
All Independent Directors have given declarations that they meet the
critera of Independence as laid down under Section 149(6) of the
Companies Act,2013 and Clause 49 of the Listing Agreement.
At the same Annual General Meeting Mr. A.K. Agarwala and Smt. Rajashree
Birla were reappointed as the Directors of the Company.
In the Financial Year 2014-15, our Independent Director Mr. C.M. Maniar
passed away, hence ceased to be a Director w.e.f 29th June, 2014.
Mr. Kumar Mangalam Birla and Mr. Satish Pai retire from offi ce by
rotation, and being eligible, offer themselves for reappointment. Brief
resumes of the directors being reappointed form part of the notice of
the ensuing Annual General Meeting.
Policy on appointment and remuneration of Directors and Key Managerial
The Nomination and Remuneration Committee has formulated the
remuneration policy of your company which is attached as Annexure-III
to this Report.
Meetings of the Board:
The Board of Directors of your Company met 8 times during the year
details of which are given in the Corporate Governance Report forming
part of Annual Report.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Directors has carried annual performance
evaluation of Board, Independent Directors, Non Executive Directors,
Executive Directors, Committee and Chairman of the Board. The
Nomination and Remuneration Committee approved the evaluation framework
and during the year, the fi rst evaluation cycle was completed by the
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 were requested to evaluate Independent Directors, Non
executive Directors, Executive Directors, Committee and Chairman of the
Board. The results of evaluation were shared with the Board of
The Audit Committee comprises of Mr. M.M. Bhagat, Mr. K.N. Bhandari,
Mr. N.J. Jhaveri, Independent Directors of your Company. Mr. D.
Bhattacharya: Managing Director, Mr. Satish Pai: Deputy Managing
Director and Mr. Praveen Kumar Maheshwari: Chief Financial Offi cer are
the permanent invitees. Further details relating to the Audit
Committee are provided in the Corporate Governance Report forming part
of this Annual Report.
KEY MANAGERIAL PERSONNEL:
In terms of provisions of Section 203 of the Companies Act,2013, Mr. D.
Bhattacharya: Managing Director, Mr. Satish Pai: Deputy Managing
Director, Mr. Praveen Kumar Maheshwari : Chief Financial Offi cer and
Mr. Anil Malik: Company Secretary are the Key Managerial Personnel of
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 Company''s 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 in exceptional
cases is provided to them.
The vigil mechanism is available on your Company''s website viz.
Pursuant to provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014,, M/s Singhi & Co,
Chartered Accountants were appointed as Statutory Auditors of the
Company from the conclusion of fi fty fi fth Annual General Meeting
held on 24th September,2014, until the conclusion of fi fty-eighth
Annual General meeting to be held in the calendar year 2017, subject to
ratifi cation of their appointment at every Annual General Meeting.
Resolution seeking your ratifi cation is included in the Notice
convening the Annual General Meeting. The observation made in the
Auditor''s Report are self explanatory and therefore, 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 Companies Act, 2013
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, 2016, 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 Member''s 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 financial year ended 31st
March,2015. The Report of the Secretarial Auditors is annexed herewith
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to sustainable development. A separate
chapter in this report deals at length with your Company''s initiatives
and commitment to environment conservation.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees 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.
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. N.J. Jhaveri, Independent
Director, Mr. A.K. Agarwala, Non Executive Director and Mr. D.
Bhattacharya, Managing 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 Company''s website viz. www.hindalco.com. The
Committee recommends to the Board activities to be undertaken during
Your Company is a caring corporate citizen and lays significant
emphasis on development of the communities around which it operates.
Your Company has identified 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.
The Annual Report on CSR activities is attached as Annexure-V forming
part of this report.
Pursuant to the requirement of Clause 49 of the Listing Agreement, 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 arm''s 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. All related
party transactions have been approved by the Audit Committee of your
The policy on Related Party Transactions as approved by the Audit
Committee and the Board is available on your Company''s website viz.
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, 2015 is given in Annexure-VI to this
BUSINESS RESPONSIBILITY REPORT:
As per Clause 55 of the Listing Agreement with the Stock Exchanges, a
separate section of Business Responsibility Report forms part of this
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 (IA) function 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
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
The fi nancial statements of your Company''s 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
Company''s 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-VII to this
The names of Companies which have become or ceased to be subsidiaries,
Joint Ventures and associates are also provided in the aforesaid
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. D. Bhattacharya and Mr. Satish Pai are directors on the Board of
Novelis Inc, wholly owned subsidiary. They are in receipt of annual fee
of US$ 1,55,000 and US$ 1,50,000 respectively in the calendar year
There was 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, 2015, there were no deposits which were unpaid or unclaimed
and due for repayment.
Further, as the Company had not accepted any deposit under Section 58A
of the Companies Act, 1956 read with Companies (Acceptance of Deposits)
Rules, 1975, in the previous year(s) and as there were no deposits
which were unclaimed and due for repayment, as on March 31, 2014, there
has been no default in repayment of deposits or payment of interest
thereon during the year under review.
Your Directors place on record their sincere appreciation for the
assistance and guidance provided by the Hon''ble 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 Company''s employees are instrumental in your Company scaling new
heights, year after year. Their commitment and contribution is deeply
Your involvement as Shareholders is greatly valued. Your Directors
look forward to your continuing support.
For and on behalf of the Board
Mumbai Kumar Mangalam Birla
Dated : 28th May, 2015 Chairman