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Sterlite Industries (India) Directors Report, Sterlite Ind Reports by Directors
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Sterlite Industries (India)
BSE: 500900|NSE: STER|ISIN: INE268A01049|SECTOR: Metals - Non Ferrous
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Download Annual Report PDF Format 2011
Directors Report Year End : Mar '12    « Mar 11
Dear Shareholders,
 
 The Directors of your Company are pleased to present the 37th Annual
 Report, with the statement of the audited accounts for the financial
 year ended on March 31, 2012.
 
 FINANCIAL PERFORMANCE SUMMARY
 
 The financial performance of the Company, for the year ended March 31,
 2012 is summarized bellow
 
                                                   Rs. in Crore
 
 Particulars                           Year ended       Year ended
                                   March 31, 2012      March 31, 2011
 
 Revenue                               18,092.06        15,307.14
 
 Earnings before Interest, Tax, 
 Depreciation                           3,191.08         2,343.80
 and Amortisation
 
 Less: Interest                           597.46           317.02
 
 Gross Profit                           2,593.62         2,026.78
 
 Less: Depreciation and Amortisation      162.46           152.65
 
 Exceptional items                        423.32            -
 
 Profit Before Tax                      2,007.84         1,874.13
 
 Taxation                                 350.36           454.42
 
 Net profit for the year                1,657.48         1,419.71
 
 Add: Balance brought forward from      3,089.48         2,590.98
 previous year
 
 Amount available for appropriation     4,746.96         4,010.69
 
 Appropriation
 
 General Reserve                          400.00           500.00
 
 Interim Dividend                         336.12             -
 
 Debenture Redemption Reserve               1.50            (8.50)
 
 Proposed dividend on Equity 
 shares(incl                              350.15           429.71
 
 Dividend distribution tax)
 
 Balance carry forward to next year      3659.19         3,089.48
 
 FINANCIAL PERFORMANCE
 
 During the year under review, the Turnover of your Company increased by
 18.19% from ? 15,307.14 Crore to ? 18,092.06 Crore. The increase in
 turnover by 18.19% was primarily due to the increase in the average
 Copper LME prices from US$ 8,138/MT to US$ 8,457 /MT and higher sales
 volume.
 
 TC / RC (Treatment Charges and Refining Charges) realization in the
 financial year 2012 was 14.5 US Cents / lb, as compared to 11.9 US
 Cents / lb in the previous year due to improved market conditions and
 higher benchmark long term TC/RCs.
 
 The earnings before interest, tax depreciation and amortization for the
 same period increased by 36.15% from X 2,343.80 Crore to X 3,191.08
 Crore and the Net Profit increased by 16.75% from X 1419.71 Crore to X
 1657.48 Crore in the current year.
 
 OPERATIONAL PERFORMANCE
 
 The year under review witnessed increased production, improved TC/RCs,
 copper recovery and sulphuric acid realization. The gains were
 partially set off by higher inputs costs and lower product premiums.
 Production was higher than the previous year due to planned bi-annual
 maintenance shutdown taken in the year 2010-11.
 
 The operational performance was as follows: (MT)
 
 Product                      2011-12      2010-11     Variance
 
 Copper Cathodes              3,25,877     3,03,991    21,886
 
 Copper Rods                  1,61,421     1,87,892   (26,471)
 
 Sulphuric Acid              10,26,471     9,68,760    57,711
 
 Phosphoric Acid              1,53,243     1,54,232      (989)
 
 During the year under review, your Company maintained its leadership
 position in domestic copper with record sales of 1,97,434 MT.
 Production of cathodes was 3,25,877 MT in the financial year 2012,
 higher by 7% over financial year 2011 mainly due to the planned
 bi-annual shutdown taken in FY 2011. Your Company also exported
 1,23,084 MT of copper, including exports of 4,906 MT of copper rods.
 
 PROJECTS
 
 The Four Lakhs Tonnes Per Annum (4 LTPA) Copper Smelter Expansion
 Project at Tuticorin is awaiting regulatory clearance from the State
 Pollution Control Board.  The Company has already received the
 environmental clearance from Ministry of Environment & Forest in 2009.
 
 The construction of the 160 MW (2x 80 MW) Captive Power Plant (CPP) at
 Tuticorin is in the final stages of completion. The CPP is now
 scheduled for commissioning in end of Ql of FY 2012-13 and second unit
 by end of Q2 of FY 2012-13.
 
 TRANSFER TO GENERAL RESERVES
 
 Out of the total profit of? 1,657.48 Crore for the financial year
 2011-12, an amount of X 400.00 Crore is proposed to be transferred to
 the General Reserve. The above transfer to general reserves is in
 compliance to the Companies (Transfer of Profits to Reserves) Rules,
 1975.
 
 DIVIDEND
 
 The Board of Directors of your Company at its meeting held on October
 24, 2011 approved payment of Interim Dividend @ X 1/- per share (i.e.
 100%) on 336,12,07,534 equity shares of Rs. 1/- each. The Record Date
 determined for payment of dividend was November 1, 2011 and the
 dividend was paid on November 4, 2011. The Board of Directors have
 further recommended a final dividend of X 1/- per shares (ie 100%) on
 equity share of Rs. 1/- each thereby taking the total dividend for the
 year at Rs. 2/- per share. The payment of final dividend is subject to
 the approval of the Shareholders at the ensuing Annual General Meeting.
 
 ASARCO
 
 The Company had bid for the Asarco LLC, USA in 2008. After various
 rounds of re-negotiations, offers and counter- offers by the Company
 and Group Mexico, the Parent Plan of Group Mexico was confirmed in
 November 2009 by the US Bankruptcy Court. Asarco terminated the March
 2009 agreement and drew US Million provided as deposit by the
 Company. Sterlite and Sterlite USA filed an application to the US
 Bankruptcy Court for the return of the US Million drawn by Asarco
 and legal costs.
 
 Bankruptcy Court heard the matter and vide its order dated February 13,
 2012 and February 27, 2012, has held that Asarco is entitled to an
 amount of US$ 132.75 Million as incidental damages. This amount shall
 be reduced by  Million paid to Asarco in December 2009, making
 Asarco entitled for a net amount of US$ 82.75 Million. Your Company in
 the interim has recognized Rs. 423.32 Crores (being the US$ 82.75
 Million) as an exceptional item during the year ended March 31, 2012
 while disputing the same. The Court has rejected Company''s application
 for refund of  Million. Asarco has filed a notice of appeal against
 this judgment.
 
 Additionally, Asarco has also filed a motion seeking pre-judgment
 interest on the aforesaid damages and for reimbursement of legal fee
 and expenses. Bankruptcy Court will hear the matter further. Your
 Company has taken appropriate legal action to protect its interests.
 
 CREDIT RATING
 
 CRISIL has upgraded its ratings of your Company''s ratings on debt
 programmes and bank facilities to ''AA /Stable'' from ''AA/Stable''. The
 rating upgrade reflects the Company''s strong market position in the
 non- ferrous metal industry, improving operating efficiencies, healthy
 financial risk profile marked by strong liquidity. The rating on
 Sterlite''s short- term facilities has been reaffirmed at ''P1 ''. The
 treasury portfolio of fixed income investments has been evaluated as
 ''Very Good'' (highest safety from credit default on CRISIL''s 4 point
 scale). Strong credit ratings by Credit Rating agencies reflect the
 Company''s financial discipline and prudence.
 
 SCHEME OF MERGER
 
 Between the Company and Sterlite Opportunities & Ventures Limited
 
 The Board of Directors in their meeting held on October 25, 2011 had
 approved a Scheme of Arrangement (Merger) between Sterlite
 Opportunities & Ventures Limited (SOVL), the Wholly Owned Subsidiary of
 the Company and the Company. The Scheme was approved by the Madras High
 Court vide order dated March 29, 2012. The appointed date of the merger
 was April 01, 2011 and consequent to the merger of SOVL with the
 Company, Hindustan Zinc Limited (HZL) has become a direct subsidiary of
 the Company. The Company holds 64.9% of HZL''s equity shares.
 
 Scheme of Arrangement between the Company with Sesa Goa Limited
 
 The Board at its meeting held on February 25, 2012 considered and
 approved a composite Scheme of Arrangement (Merger) of the Company,
 Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL), The
 Madras Aluminium Company Limited (MALCO) with Sesa Goa Ltd (SGL).
 
 Under the Scheme of Arrangement, the following steps are proposed to
 occur:
 
 (i) Vedanta Resources Plc ( Vedanta ) 70.5 per cent shareholding in
 Vedanta Aluminium Limited (VAL) will be consolidated into Sesa Goa
 Limited ( Sesa Goa ) in consideration 72.3 Million Sesa Goa shares to
 be issued to Vedanta;
 
 (ii) Sterlite will be merged into Sesa Goa, which is proposed to be
 renamed as Sesa Sterlite Limited, in consideration for the issue to our
 shareholders (other than MALCO) of three Sesa Goa shares for every five
 existing shares of our company and the issue to holders of our ADSs of
 three Sesa Goa ADSs for every five existing ADSs of our company;
 
 (iii) MALCO''s power business will be hived off to Vedanta Aluminium for
 cash consideration of ? 150 Crore;
 
 (iv) MALCO will be merged into Sesa Sterlite in consideration for the
 issue of 78.7 Million Sesa Sterlite shares to shareholders of MALCO;
 
 (v) Sterlite Energy will be merged into Sesa Sterlite;
 
 (vi) Vedanta Aluminium''s aluminium business will be demerged into Sesa
 Sterlite; and
 
 (vii) Vedanta''s 38.8 per cent shareholding in Cairn India, together
 with debt of approximately $ 5.9 Billion incurred by Vedanta to acquire
 that interest in Cairn India, will be transferred to Sesa Sterlite for
 nominal consideration.
 
 The Sesa Goa shares are, and the Sesa Sterlite shares will continue to
 be, listed on the Bombay Stock Exchange and the National Stock Exchange
 in India. In connection with the merger of Sterlite into Sesa Goa to
 form Sesa Sterlite, Sesa Sterlite will establish an ADS facility and
 its ADSs will be listed on The New York Stock Exchange.
 
 The Boards of Directors of Sterlite, Sesa Goa and Vedanta have approved
 the Scheme of Arrangement. The Scheme of Arrangement requires approval
 from the shareholders of each of our company, Sesa Goa, MALCO and
 Vedanta Aluminium.
 
 The Scheme of Arrangement also requires court approval and hence the
 Scheme has been filed with the respective jurisdictional High Courts of
 the respective Companies. For their approval and directions for
 convening the meetings of each Companys'' shareholders and creditors, as
 may be necessary under the applicable laws. The notices of such
 meetings together with copies of the Scheme of Arrangement and other
 relevant documentation will be provided to the shareholders, in
 compliance with the applicable laws and the directions issued by the
 courts.
 
 CORPORATE GOVERNANCE AND ADDITIONAL INFORMATION TO SHAREHOLDERS
 
 The Company is committed to maintain highest standards of corporate
 governance. A separate report on Corporate Governance, pursuant to
 Clause 49 of the Listing Agreement with the stock exchange(s),
 Auditors'' Certificate on its compliance, including the Management
 Discussion and Analysis, and shareholders'' information, forms a part of
 this annual report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Global Economy Outlook
 
 2011-12 has been a year of mixed fortunes due to the significant change
 and volatility in the global economy. The Euro-Zone crisis downgrade of
 sovereign credit ratings of various Euro-zone countries, sluggish
 growth in many industrialised countries including USA, political unrest
 on the African continent and the resulting escalation in crude oil
 prices had all dampened the growth euphoria. Despites these challenges
 commodity prices generally averaged higher than during FY 2010-2011.
 Demand for commodities in 2012 will be supported by improving global
 economic growth particularly in Chinese and emerging markets, which are
 expected to remain relatively robust. The global developments
 constrained the Indian growth story, with India''s GDP expected to grow
 by 6.9% during FY 2011-12.  India is expected to maintain its robust
 economic growth over the long term, due to its domestic market size and
 demographic advantage.
 
 Global Market Overview
 
 Global refined copper production in 2011 was reported as 19.6mt, an
 increase of about 3% over the 2010 figure of 19.0mt despite uncertain
 macroeconomic conditions in 2011. Global refined consumption exceeded
 supply by about 93,000 tonnes. Global mine production growth slowed to
 0.6% in 2011, hampered by falling copper grades and labour disputes.
 Global copper consumption is estimated to increase by about 4% during
 2012.
 
 China, with the biggest consumption of copper in the world (with 40%
 consumption of total copper produced), remains the preferred
 destination for the exports. In the first half of the year, the spot
 concentrates market was dominated by the impact of the Japanese tsunami
 on smelter production, which drove spot treatment and refining charges
 to high levels and resulted in a mid-year benchmark settlement of U
 per tonne and 8.5 cents/lb. However, growing rates of mine supply
 disruption during the second half tightened the market and generated a
 sharp decline in spot treatment and refining charges. 2012 annual
 copper concentrate TC/RC settlement were in the range of 15.4 to 16.3
 cents/lb against 14.4 cents/lb in 2011.
 
 Similar to the previous year, overall Indian copper consumption grew by
 6% in FY 2011-12, constrained by increased imports of finished
 electrical machinery. We sold 61% of production in the Indian local
 market and the remaining 39% was exported to China and South East Asia.
 Growth in the power sector in India, and increased spending on
 infrastructure including housing, continued to drive the growth of
 copper consumption. Over the medium- to long- term it is expected to
 grow at about 7-8% per annum.
 
 A detailed Management Discussion & Analysis Report forming part of this
 report as required under Clause 49(IV) (F) of the Listing Agreement
 with the Stock Exchanges is provided in a separate section of this
 Annual Report.
 
 SUBSIDIARY COMPANIES
 
 Your Company had 35 subsidiary companies as on March 31, 2012.
 
 The shareholders may refer to the statement under Section 212 of the
 Companies Act, 1956 and information on the financial statements of
 subsidiaries appended to the above Statement under Section 212 of the
 Companies Act, 1956 in this Annual Report for further information on
 these subsidiaries.
 
 The Company undertakes that annual accounts of the subsidiary companies
 and the related detailed information be made available to shareholders
 of the holding and subsidiary companies seeking such information at any
 point of time. The annual accounts of the subsidiary companies are also
 kept for inspection by any shareholders at the registered office of the
 holding company and of the subsidiary companies concerned at the
 respective companies'' registered offices. The Company will make
 available the Annual Accounts of the subsidiaries and their related
 information to any member of the Company who may be interested in
 obtaining the same.
 
 Members may write to the Company Secretary at Sterlite Industries
 (India) Limited, SIPCOT Industrial Complex, Madurai Bypass Road,
 Tuticorin - 628 002 to obtain a copy of the financial statements of the
 subsidiary companies.
 
 The consolidated financial statements, in terms of Clause 32 of the
 Listing Agreement and in terms of Accounting Standards 21, as
 prescribed by Companies (Accounting Standards) Rules, 2006 issued by
 Ministry of Corporate Affairs vide notification no. G.S.R. 739 (E)
 dated December 07, 2006, also form part of this Annual Report.
 
 DIRECTORS
 
 Mr. Anil Agarwal and Mr. Berjis Desai retire by rotation at the ensuing
 Annual General Meeting and being eligible offer themselves for
 re-appointment at the ensuing Annual General Meeting. The brief
 profiles of Mr. Anil Agarwal and Mr. Berjis Desai is given in the
 chapter on Corporate Governance.
 
 SECRETARIAL AUDIT REPORT
 
 A secretarial audit for the year 2011-12 was carried out by Dr. K. R.
 Chandratre, Practicing Company Secretary. The said secretarial audit
 unqualified report forms part of this Annual Report.
 
 The secretarial audit report confirms that the Company has complied
 with all the applicable provisions of the Companies Act, 1956,
 Depositories Act, 1996, Listing Agreements with the Stock Exchanges,
 Securities Contracts (Regulation) Act, 1956 and all the regulations of
 SEBI as applicable to the Company, including the Securities and
 Exchange Board of India (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997 and the Securities and Exchange Board of
 India (Prohibition of Insider Trading) Regulations, 1992.
 
 INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
 
 A.  Conservation of Energy, Research & Developments, Technology
 Absorption, Foreign Exchange Earnings and Outgo
 
 The particulars as prescribed under Section 217(l)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988 are set out as an
 annexure to the Directors'' Report.
 
 B.  Particulars of Employees
 
 Pursuant to the provisions of Section 217(2 A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of employees are set out as an
 annexure to the Directors'' Report. However, as per provisions of
 Section 219(l)(b)(iv) of the Companies Act, 1956, the report and the
 accounts are being sent to all the shareholders excluding the aforesaid
 information. Any shareholder desirous of obtaining such particulars may
 write to the Company Secretary at the registered office of the Company.
 
 C.  Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors hereby confirm that:
 
 In the preparation of the annual accounts, applicable accounting
 standards have been followed along with proper explanations relating to
 material departures;
 
 Such accounting policies have been selected and they have consistently
 applied them and madejudgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 Proper and sufficient care for maintenance of adequate accounting
 records have been taken in accordance with the provisions of this Act,
 for safeguarding the assets of the Company, and for preventing and
 detecting fraud and other irregularities;
 
 The accounts are prepared on ''going concern'' basis.
 
 AUDITORS
 
 The statutory auditors of the Company, M/s. Chaturvedi & Shah,
 Chartered Accountants and M/s. Deloitte Haskins & Sells, Chartered
 Accountants, hold office until the conclusion of the ensuing Annual
 General Meeting.
 
 M/s. Chaturvedi & Shah and M/s. Deloitte Haskins & Sells, Chartered
 Accountants have confirmed their eligibility and willingness to accept
 office of Auditors.
 
 The Audit Committee and the Board of Directors therefore recommend M/s.
 Chaturvedi & Shah and M/s. Deloitte Haskins & Sells, Chartered
 Accountants as Statutory Auditors of the Company for 2012-13 for the
 approval of shareholders.
 
 ADEQUACY OF INTERNAL CONTROLS
 
 The Company, as part of Vedanta Group, has a strong internal control
 system in place. The internal control system of the Company is
 supported by the Management Assurances Services (MAS) function. Your
 Company is having a documented Standard Operating System (SOPs) for
 procurement, project/ expansion management, capex, human resources,
 sales and marketing, finance, treasury, compliance, Safety, Health and
 Environment (SHE) and manufacturing.
 
 An annual audit plan is drawn in consultation with the MAS team as
 approved by the Audit Committee. The internal controls system and
 mechanism is reviewed periodically to make it robust, so as to meet the
 challenges of the business. The Company has a system of carrying out
 internal audit, covering monthly physical verification of inventory,
 monthly review of accounts and a quarterly review of all business
 processes. To enhance internal controls, the internal audit follows
 stringent grading mechanism, focusing on the implementation of all
 recommendations of internal auditors. The internal auditors make
 periodical presentations to the Audit Committee, who review the same
 and ensure strict compliance.
 
 Our risk management framework acts as an effective tool in mitigating
 the various risks which our business are exposed in the course of their
 operations as well as in their strategic action. The risk management
 framework ''Turnbull Risk Matrix'' is designed to help the organisation
 meet its objectives through alignment of the operating controls to the
 mission and vision of the Company. The Company also has a well
 documented internal controls systems and disclosure control required
 for compliance to the Sarbanes Oxley Act of 2002.
 
 AUDITORS'' QUALIFICATION SYSTEM ON ACCOUNTS
 
 Notes to the accounts, as referred in the auditors report, are
 self-explanatory and consistently followed, and therefore do not call
 for any further comments and explanations.
 
 DEPOSITORY SYSTEM AND LISTING OF SHARES
 
 Details of the depository system and listing of shares are given in the
 section Additional Shareholder Information, which forms a part of the
 Corporate Governance Report and is attached with the Annual Accounts.
 
 REGISTRAR AND SHARE TRANSFER AGENT
 
 M/s. Karvy Computershare Private Limited, Hyderabad, is the Registrar
 and Share Transfer Agent of the Company.  Details of the depository
 system and listing of shares are given in the section Additional
 Shareholder Information, which forms a part of the Corporate
 Governance Report and is attached with the Annual Accounts.
 
 HUMAN RESOURCES
 
 Your Company, as a part of ''Vedanta'' group, believes that people are
 the biggest strength in line with its vision to create a world-class
 organisation. It focuses on learning and development, to enhance the
 knowledge & skill and preparing its people to face the challenges.
 During the year, your Company organised various training programmes.
 
 SUSTAINABILITY
 
 During the year, your Company has rolled out new sustainability
 framework including sustainability policies, technical and management
 standard across group companies with a focus on ensuring that our
 projects are carried out as per highest standard.
 
 Environment
 
 Concern for the environment is of vital importance to the Company. The
 Company is also deeply committed to sustainable means of conducting its
 operations. Towards this end, the Company has undertaken a number of
 initiatives and projects. Your Company is committed to minimize the
 impact of waste from its operations, using water and energy more
 efficiently, recycle and reuse wherever possible.
 
 Community Development and Corporate Social responsibility
 
 All our CSR activities are determined by the concept of ''Changing
 Lives'', where we constantly endeavour to improve the quality of life of
 the communities where we operate. Our CSR activities are conceived to
 bridge gaps in society and help transform communities around our
 workplace and enhance the quality life of the people. The Company does
 its maximum contribution to uplift the quality of life of women,
 children and youth in the communities where we operate.
 
 A detailed sustainability report of your Company is given in a separate
 section in this Annual Report.
 
 ACKNOWLEDGEMENTS
 
 Your Company maintained healthy, cordial and harmonious industrial
 relations at all levels. The enthusiasm and unstinting efforts of the
 employee have enabled your Company to remain at the forefront of the
 industry. The Directors place on record, their sincere appreciation for
 significant contributions made by the employees through their
 dedication, hard work and commitment towards the success and growth of
 the Company.
 
 The Directors also acknowledge the support and assistance extended to
 us by the Government of India, various State Governments and Government
 Departments, Financial Institutions, Bankers, Shareholders and
 Investors at large, and look forward to having the same support in our
 endeavours.
 
 For and on behalf of the Board of Directors,
 
 Anil Agarwal
 
 Chairman
 
 Place: Mumbai
 Dated: April 25, 2012
Source : Dion Global Solutions Limited
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