The Board of Directors presents the Annual Report of the Company
together with the Audited Statements of Account for the financial year
ended 31st March, 2011.
This report, therefore, is drawn for the Company on a stand-alone
basis.
2010 -2011 2009 -2010
(Rs. in (Rs. in
crore) crore)
Profit before provisions for depreciation 4,468.93 2,715.47
and tax
Less: Depreciation 83.13 57.38
Provision for Tax
- Current Tax 963.00 538.00
- Deferred Tax (10.00) 2.00
Profit after depreciation and tax 3,432.80 2,118.09
Add: Balance brought forward from the
preceding year 297.70 95.57
Transferred on amalgamation of Sesa
Industries Ltd. 283.48
Profit available for appropriation 4,013.98 2,213.66
Appropriations
Proposed dividend/final dividend 304.18 270.06
Tax on distributed profit 49.35 45.90
Dividend for 2009-10 in respect of Foreign
Currency Convertible Bonds converted during
the year (inclusive of dividend tax of Rs. 9.85 -
0.51 crore)
Dividend to shareholders of erstwhile Sesa
Industries Limited on amalgamation (inclusive
of dividend tax of Rs. 1.83 crore) 12.88 -
General Reserve 2,500.00 1,600.00
Balance carried to Balance Sheet 1,13772 297.70
4,013.98 2,213.66
In accordance with the requirements of the Listing Agreement, a
consolidated Financial Statement of the Company is included in this
Annual Report. The consolidated profit after tax for the group for the
year ended 31st March, 2011 is Rs. 4,222.45 crore as against Rs.
2,639.04 crore for the previous year. The basic earnings per share (of
Rs. 1 each) (excluding minority interest) works out to Rs. 49.17 as
against Rs. 32.41 for the previous year.
Amalgamation of Sesa Industries Limited with Sesa Goa Limited
The Hon’ble Supreme Court of India has vide Order dated 7th February,
2011, upheld the Order of the Single Judge of High Court of Bombay at
Goa dated 18th December, 2008 approving the Scheme of Amalgamation of
Sesa Industries Limited (SIL) with Sesa Goa Limited (SGL) with
appointed date of 1st April, 2005.
Consequently the Board of Directors, at its meeting held on 12th March,
2011 allotted 9,398,864 equity shares of face value of Rs. 1/- each
bearing distinctive numbers 859,702,560 to 869,101,423 to the
shareholders of erstwhile SIL, holding shares as on Record Date, i.e.
28th February, 2011 and approved distribution of dividend to the
aforesaid allottees in terms of the Scheme of Amalgamation equivalent
to Rs. 11.75 per share of face value of Rs. 1/-. As a result of
allotment, the paid up share capital of the Company has gone up from
Rs. 859,702,559 to Rs. 869,101,423.
Consequently, the figures of the Pig Iron segment for 2010-11 were
incorporated in the company’s results in the quarter ended 31st March,
2011. The figures for 2010-11 are therefore not comparable with those
of 2009-10 on stand-alone basis.
Dividend
The board of directors has recommended a dividend of Rs. 3.50 per
equity share of Rs. 1/- each for 2010-11, as against Rs. 3.25 per
equity share of Rs. 1/- each declared in 2009-10.
Operations
A summary on a stand-alone basis of the sales turnover and the working
results is given below:
2010 - 2011 2009 - 2010
(All money values are Qty. in Value in Qty. in Value in
net of freight) million Rs. crore million Rs. crore
tonnes tonnes
Sale of Iron Ore* 14.7 6,736 15.2 4,238
Direct Exports 12.5 6,219 14.1 4,027
Other Sales 2.2 517 1.1 211
Sale of metallurgical coke 0.08 141 0.27 357
Sale of Pig Iron 0.27 664 - -
Profit after Tax - 3,433 - 2,118
* Includes 0.312 mt (amounting to Rs. 99.44 crore) transferred to pig
iron division.
Note: Quantitative numbers are reported in DMT basis.
Sesa Goa produced 14.8 million tonnes of iron ore and sold 14.7 million
tonnes of iron ore in 2010-11. This was marginally lower than the 16.0
million tonnes produced and 15.2 million tonnes of iron ore sold in
2009-10.
The Company’s production and sales were adversely affected by the
imposition of ban on exports of iron ore in Karnataka by the Government
of Karnataka (GoK), logistical hurdles and the extended monsoon in Goa
which hampered mining and logistics operations. Logistic hurdles were
also faced in Orissa.
During end July 2010, the Government of Karnataka (GoK) issued a
notification to ban iron ore exports from ten minor ports and in the
process stopped all the iron ore exports from the State. While this was
aimed at curbing illegal mining, it completely stalled operations of
existing regular miners like Sesa in Karnataka. On 5th April, 2011, the
Supreme Court issued a ruling to lift the Karnataka iron ore export ban
from 20th April, 2011.
In 2010, Chinese import of iron ore reduced by 3.7% in terms of volume.
Much of this was on account of supply side constraints in major iron
ore producing countries. Brazil also suffered from production
shortfalls due to heavy rainfall; while in India, the export ban in
Karnataka affected volumes. Both these countries are also facing
several environmental restrictions in increasing iron ore exploration
and production. In addition, development of port capacities and inland
logistics in Brazil and India has not been in pace with growing
requirements of the seaborne iron ore trade.
In an environment of strong demand, these supply- side constraints
resulted in a steady increase in iron ore prices. Consequently, sales
realisation per MT of iron ore
sold increased drastically over the course of 2010-11. This
contributed to a increase in external sales revenue of iron ore by 62%
from Rs. 5,170 crore in 2009-10 to Rs. 8,387 crore in 2010-11.
On the cost front, there were some developments that adversely affected
Sesa Goa’s operations. The railway freight meant for export has
continuously increased and on 28th February, 2011 Government of India
increased the export duty for iron ore lumps from 15% to 20%, and that
on fines from 5% to 20%. Despite these external adversities, the
Company maintained its margins and delivered strong profits.
Your Company has successfully integrated the Sesa Resources (erstwhile
Dempo) iron ore operations that were acquired in the previous financial
year in our operations.
Exploration
Sesa Group continued its strong focus on exploration activities at its
operations at Goa and Karnataka. During 2010-11, 6 drilling rigs were
deployed across leases in Goa and Karnataka. By 31st March, 2011, over
68,900 metres were drilled which resulted in a gross addition of 53 mt
to its reserves and resources base prior to a depletion of 21 mt during
2010-11. In November 2010, the Company closed its third party
operations at the Thakurani Mines in Barbil, Orissa as the contract
renewal was not on favorable commercial terms.
Total reserves and resources as on 31st March, 2011 stands at 306
million tonnes. The reserves and resources position has been
independently reviewed and certified as per JORC standard.
Pig Iron & Met Coke Business
For the pig iron business, sales volumes decreased by 5% to 266,090 MT
in 2010-11.
However, with better market prices, sales revenues increased by 22%
from Rs. 552 crore in 2009-10 to Rs. 674 crore in 2010-11. Pig Iron
profits before interest, tax, dividends and other non-recurring or
non-allocable incomes for the pig iron business increased by 21% to Rs.
141 crore in 2010-11
External sales revenues of met coke increased by 6% to Rs. 152 crore in
2010-11 and profits before interest, tax, dividends and other
non-recurring or non-allocable incomes for the met coke business
increased by 161% to Rs. 89 crore in 2010-11.
Expansion Progress
The iron ore capacity expansion programme is on track for completion by
the end of 2012-13.
By then your Company aims to produce 40 mt in Goa and Karnataka.
Expansion of the pig iron capacity to 625 ktpa and the associated
expansion of metallurgical coke capacity to 560 ktpa are also
progressing well for commissioning by Q3 2011-12
Acquisitions
During 2010-11, the Company announced two major investment decisions.
On 16th August, 2010, your Company announced a potential acquisition of
20% stake in Cairn India Ltd. And, on 22nd March, 2011, it announced
the acquisition of assets of Bellary Steel & Alloys Ltd (“BSAL”).
Cairn India Limited
Your Company announced our participation in the proposed acquisition of
Cairn India Ltd along with our parent Company Vedanta Resources plc.
Sesa Goa will acquire 20% strategic stake in Cairn India under an Open
Offer. If there is insufcient take up in the Open Offer, Sesa Goa will
acquire the balance as part of the Vedanta Group’s acquisition of a
majority stake in Cairn India. The total cash consideration for the
shares to be acquired is circa US billion.
Sesa Goa received the clearance from Securities and Exchange Board of
India (“SEBI”) to proceed with the open offer of up to 20% of the
shares of Cairn India, post which your company launched the open offer
from 11th April, 2011 at a price of INR 355 per Cairn India share which
closes on 30th April, 2011.
On 19th April, 2011, your Company acquired 200 million shares amounting
to 10.4% stake in Cairn India from Petronas International Corporation
Ltd (“Petronas”) at a price of Rs. 331 per share through bulk deal on
Bombay Stock Exchange Limited. This acquisition is in addition to the
Open Offer launched by your Company on 11th April, 2011 and ends on
30th April, 2011.
Bellary Steel and Alloys Limited
The Company acquired the assets of the upcoming Steel Plant Unit of
BSAL for an all cash consideration of Rs. 220.00 crore. BSAL was in the
process of putting up a 0.5 mtpa Steel Plant Project at Bellary. The
assets of the under construction plant acquired include a free hold
land of around 700 acres, building and structures, plant and machinery
and other assets of the Steel Plant. The assets have been transferred
on an “As is where is” Basis to SGL.
Your Company is presently conducting a detailed assessment in order to
determine the best way forward for commissioning the steel plant at the
earliest. However, the acquisition has been challenged by JSW Steel
Ltd in the Supreme Court of India, which has asked the parties to
maintain status quo until the matter is decided.
Outlook
The Company remains optimistic on the demand and price outlook for Iron
Ore in the Global Seaborne trade. In fact, the consensus expectations
suggest a global deficit for the next 2 years on the back of supply
constraints. In the longer term, however, prices, will come down as
supply picks-up with several new investments coming on stream.
On the cost front, increased royalty rates, railway and road freight
and export duty continue to exert pressure on the Company’s margins. In
addition, uncertain policies and slow progress on logistics
infrastructure development will continue to affect volumes.
In this milieu, your Company reiterates its commitment to the medium
term growth objective of achieving 40 mt of production by 2012-13
subject to certain statutory clearances. Sesa Goa remains focused on
extracting the maximum internal efficiencies and operational
productivity to develop the Company using its sustainable growth model.
As with last year, we remain cautiously optimistic for overcoming
challenges and delivering good growth in 2011-12.
ISO Certification
All the certificates under ISO: 9001-2008, ISO: 14001- 2004 and OHSAS
18001-2007 for Quality Management, Environment Management, Occupational
Health and Safety Management respectively, are being maintained by the
Company after periodical surveillance audits.
Sesa Community Development Foundation
The Foundation runs two units, viz. the Sesa Technical School (STS) and
the Sesa Football Academy (SFA). The Company’s contribution during the
year was Rs. 3.29 crore to the Foundation.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Particulars prescribed under Section 217(1) (e) of the Companies Act,
1956, are given in Annexure A, which forms part of this Report.
Ecology and Social Development
Your Company remains focused on improving the ecology and the
environment. Its mine reclamation efforts have significantly improved
the bio-diversity of the working as well as reclaimed mines. Successful
replication of proven biotechnologies for mine land reclamation has
become an integral part of the Company’s resource planning process.
Trials have also been conducted to utilise the reject dump area for
floriculture and the cultivation of other forest products.
Sesa Goa accords high priority to the safety of its employees.
Conscious efforts were made to improve safety practices across all the
units. DuPont Safety Services, Internationally best known consultant in
safety, were engaged to undertake the safety culture assessment across
all the units.
The Company had published Sustainable Development Report for 2008-2009
and 2009-10 based on International Guidelines of GRI G3 with
application level of A+ and has plans to publish at the same level in
2010-11.
Sesa Goa continued its focus on CSR activities with strong commitment
in Stake holder engagement to understand the community needs. Company
has associated with reputed CSR partners to implement the CSR programs.
Notably among them is University of
Agricultural Sciences Dharwad for Alternative Livelihood Methods for
the communities around A. Narain Mine, Chitradurga, Karnataka, Gram
Nirman-Codli with Mineral Foundation of Goa and Government of Goa and
so on. Details on the Company’s CSR and sustainable development
initiatives are given in the chapter on Management Discussion and
Analysis that forms a part of this Annual Report.
Awards
Your Company was awarded with the following prestigious awards during
the year 2010-11
- Awarded the Goan Achievers Award for Corporate Social Responsibility
at an award function organised by Navhind Times and Viva Goa Magazine
in Goa on 28th March, 2011.
- Won the Environmental Sustainability Excellence Award 2010-11, by the
Indian Chamber of Commerce at Kolkata on 9th March, 2011.
- Conferred the award of being an ‘Excellent Water Efficient Unit -
Beyond Fence’ at the Seventh Award for Excellence in Water Management
2010, organised by the Confederation of Indian Industry (CII), Godrej
Green Business Centre.
- Excellence award for Afforestation for Sanquelim and overall
performance Award for Codli Mines by Indian Bureau of Mines (IBM).
- Sesa Goa received British Safety Councils International Safety Award
2011 for its 5 units.
- Pig Iron Division and Met Coke Division received the Gomantak
Suraksha Patra’ for safety performance for 2009 during an award
function organised by the Green Triangle Society of Goa, in
collaboration with Inspectorate of Factories & Boilers, in May 2010.
- Received the best performer award instituted by Financial Express-EVI
in the Metals and Mining category for its contributions towards the
environment and the excellence in the area of Green Businesses.
- Won the runners up trophy for the Best Corporate Social
Responsibility Award for its Alternate Livelihood Project by Bombay
Stock Exchange at its Sixth Social and Corporate Governance Awards
2010, on 16th December, 2010 at Mumbai.
Fixed Deposits
As reported last year, the Company has discontinued renewal of its
fixed deposits on maturity. As on 31st March, 2011, all fixed deposits
had matured. 11 deposits amounting to Rs. 1.56 lakhs remained
unclaimed. All these depositors are regularly advised about maturity of
their deposits and urged to claim these as soon as they can.
Safety
The FSI is an index which simultaneously takes into account both the
frequency and severity of accidents. The Company’s safety performance
is given below:
Division FSI
2010-11 2009-10
Mining 0.141 0.308
Shipping Division 5.477 0
Shipbuilding Division 0.106 1.019
Metallurgical Coke Division 0 0
Pig Iron Division 0 1.648
SGL Group 0.561 0.819
Group Structure
The Agarwal Group being a group defined under the Monopolies and
Restrictive Trade Practices Act, 1969, controls the Company. A list of
its group entities is given below:
Sr. List of Vedanta Group Companies Country of
No incorporation
1 Mr. Anil Agarwal
2 Anil Agarwal Discretionary Trust Bahamas
3 Onclave PTC Limited Bahamas
4 Volcan Investments Limited Bahamas
5 Vedanta Resources Plc Great Britain
Direct Subsidiaries of the Parent Company
6 Vedanta Resources Holding Limited Great Britain
7 Vedanta Resources Jersey Limited Jersey(CI)
8 Vedanta Resources Jersey II Limited Jersey(CI)
9 Vedanta Finance (Jersey) Limited Jersey(CI)
10 Vedanta Resources Investments Limited Great Britain
11 Vedanta Jersey Investments Limited Jersey(CI)
Indirect Subsidiaries of the Parent Company
12 Bharat Aluminium Company Limited India
13 Copper Mines Of Tasmania Pty Limited Australia
14 Fujariah Gold UAE
15 Hindustan Zinc Limited India
16 The Madras Aluminium Company Limited India
17 Monte Cello BV Netherlands
18 Monte Cello Corporation NV Netherlands
19 Konkola Copper Mines PLC Zambia
20 Sterlite Energy Limited India
21 Sesa Goa Limited India
22 Sesa Resources Limited India
23 Sesa Mining Corporation Limited India
24 Sterlite Industries (India) Limited India
25 Goa Maritime Private Limited India
26 Sterlite Opportunities and Venture Limited India
27 Sterlite Infra Limited India
28 Thalanga Copper Mines Pty Limited Australia
29 Twin Star Holding Limited Mauritius
30 Vedanta Aluminium Limited India
31 Richter Holding Limited Cyprus
32 Westglobe Limited Mauritius
33 Finsider International Company Limited Great Britain
34 Vedanta Resources Finance Limited Great Britain
35 Vedanta Resources Cyprus Limited Cyprus
36 Welter Trading Limited Cyprus
37 Lakomasko BV Netherlands
38 THL Zinc Ventures Limited - Former THL KCM Mauritius
Limited
39 Twinstar Energy Holdings Limited - Former Mauritius
THL Aluminium
40 THL Zinc Limited - Former KCM Holdings Mauritius
Limited
41 Sterlite (USA) Inc. USA
42 Talwandi Sabo Power Limited India
43 Allied Port Services Pvt Ltd India
44 Konkola Resources Plc Great Britain
45 Vizag General Cargo Berth Pvt. Limited India
46 Twin Star Mauritius Holding Limited Mauritius
47 Vedanta Namibia Holdings Limited Namibia
48 Skorpion Zinc (Pty) Limited Namibia
49 Namzinc (Pty) Limited Namibia
50 Skorpion Mining Company (Pty) Limited Namibia
51 Amica Guesthouse (Pty) Ltd Namibia
52 Rosh Pinah healthcare (Pty) Ltd Namibia
53 Black Mountain Mining (Pty) Ltd South Africa
54 THL Zinc Holding BV - Former Labaume BV Netherlands
55 Lisheen Mine Partnership Ireland
56 THL Zinc Holding Cooperative U.A Netherlands
57 Pecvest 17 Pvt. Ltd. South Africa
58 Vedanta Lisheen Finance Limited Ireland
59 Vedanta Base Metals (Ireland) Limited Ireland
60 Vedanta Lisheen Mining Limited Ireland
61 Killoran Lisheen Mining Limited Ireland
62 Killoran Lisheen Finance Limited Ireland
63 Lisheen Milling Limited Ireland
64 Killoran Concentrates Limited Ireland
65 Killoran Lisheen Limited Ireland
66 Killoran Lisheen Holdings Limited Ireland
67 Azela Limited Ireland
68 Paradip Port Services Pvt Limited India
69 MALCO Power Company Limited India
70 Malco Industries Limited India
Directors’ Responsibility Statement
Your Directors confirm that:
(i) the applicable accounting standards have been followed along with
proper explanations relating to material departures, if any, for
preparation of the annual accounts;
(ii) the accounting policies have been selected and 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 at the end of the financial year ended 31st
March, 2011 and of the profits of the Company for that year;
(iii) proper and sufficient care has been taken to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud or other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
Directors
Mr. Ashok Kini and Mr. P. G. Kakodkar, Directors, retire by rotation at
the ensuing Annual General Meeting and, being eligible, offer
themselves for re-appointment.
The Board of Directors, at its meeting held on 19th July, 2010
appointed Mr. Jagdish Pal Singh as Additional Director of the Company.
In terms of Section 260 of the Companies Act, 1956, he will be holding
office up to the ensuing Annual General Meeting, and being eligible,
offer himself for appointment.
Auditors
The Company’s Auditors, M/s. Deloitte Haskins & Sells, Chartered
Accountants retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
Compliance Certificate
A certificate from the Auditors of the Company regarding compliance of
conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
attached to this Report along with report on Corporate Governance.
Listing
As stipulated under Clause 32 of the Listing Agreement, the names and
addresses of Stock Exchange on which the Company’s equity shares are
listed are:
1) Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001.
2) National Stock Exchange of India Limited,
Exchange Plaza, Bandra Kurla Complex,
Bandra East, Mumbai - 400 051.
Your Company confirms that Annual Listing Fees for the year 2010-11
have been paid.
Employees
Your Directors express their deep appreciation for the unrelented
co-operation and support rendered by the employees at all levels of the
Company. Your Directors wish to lay emphasis on safe working culture in
the organization and urge all the employees to not only follow safety
standards but also to excel in all safety parameters.
Statement of Particualrs of Employees as required in terms of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules 1975, is annexed hereto.
Acknowledgement
Our Chairman, Mr. S. D. Kulkarni, has stepped down from the Board
w.e.f. 24th January, 2011 after serving the Company for 10 years. The
Board of Directors would like to thank Mr. Kulkarni for his substantial
contributions, and for guiding Sesa Goa to its pioneering position.
The Directors would like to thank the employees and employee unions,
shareholders, customers, suppliers, bankers, regulatory authorities and
all the other business associates of the Company for their confidence
and support to its Management.
For and on behalf of the Board of Directors
G. D. Kamat P. K. Mukherjee
Director Managing Director
Place: Panaji-Goa
Dated: 25th April, 2011
|