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Hindalco Industries Ltd.

BSE: 500440 Sector: Metals & Mining
NSE: HINDALCO ISIN Code: INE038A01020
BSE LIVE 15:59 | 17 Nov 258.80 3.45
(1.35%)
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257.00

HIGH

263.00

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257.00

NSE 15:57 | 17 Nov 258.85 4.15
(1.63%)
OPEN

256.75

HIGH

263.20

LOW

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OPEN 257.00
PREVIOUS CLOSE 255.35
VOLUME 432037
52-Week high 278.50
52-Week low 148.05
P/E 35.36
Mkt Cap.(Rs cr) 58,095
Buy Price 258.80
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00
OPEN 257.00
CLOSE 255.35
VOLUME 432037
52-Week high 278.50
52-Week low 148.05
P/E 35.36
Mkt Cap.(Rs cr) 58,095
Buy Price 258.80
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00

Hindalco Industries Ltd. (HINDALCO) - Director Report

Company director report

Dear Shareholder

Your Directors have pleasure in presenting the 58th Annual Report and theaudited standalone and consolidated fi nancial statements of your company for the yearended 31st March 2017.

FINANCIAL HIGHLIGHTS

` Crore

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
Revenue from Operations 39383 36713 102631 101202
Other Income 1005 979 1111 1189
Profi t Before Interest Tax Depreciation and Amortisation 5819 4325 13558 10004
(PBITDA)
Depreciation 1428 1282 4469 4507
Finance Costs 2323 2390 5742 5134
Profi t before Exceptional Items and Tax 2068 653 3348 362
Share of Equity Accounted Investments (25) 172
Profi t before Exceptional Items and Tax 2068 653 3323 534
Exceptional Items 85 - (8) (577)
Profi t before Tax 2153 653 3315 (43)
Tax Expenses 596 99 1433 498
Profi t/ (Loss) for the period from Continuing Operations 1557 554 1882 (541)
Profi t/ (Loss) from Discontinuing Operations 0.5 (2.0) 0.5 (161)
Profi t/(Loss) for the Year 1557 552 1882 (702)
Other Comprehensive Income (Loss) 536 (1373) (18) 2557
Total Comprehensive Income 2093 (821) 1864 1855
Basic EPS – Rupees from Continuing Operations 7.55 (0.63) 9.22 (4.15)

 

Appropriations to Reserves
( ` Crore)
Appropriations 2016-17 2015-16
Opening Balance in Retained 7143 8322
Earnings and Other Comprehensive
Income
Total Comprehensive Income for the Current Year 2093 (821)
Realised Gain/(Loss) on Equity - 15
FVTOCI recyled in Equity
Dividends paid (239 ) (223)
Transferred to Debenture (150) (150)
Redemption Fund
Closing Balance in Retained 8847 7143
Earnings and Other Comprehensive
Income

Dividend:

For the year ended 31st March 2017 the Board of Directors of your Companyhas 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 EmployeeStock Option Scheme and out of the Share Capital Suspense and before the Book Closure forpayment of dividend will rank pari passu with the existing shares and shall also beentitled to receive the aforesaid dividend.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015 hereinafterreferred to as "Listing Regulations" your Company has formulated a DividendDistribution Policy. The Policy is given in Annexure-I to the Full AnnualReport and is also accessible from your Company's website: www.hindalco.com.

OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS:

Standalone Full Year Highlights

Hindalco registered Revenues of ` 39383 crore for the fi scal year 2017. PBITDA (Profit before Interest Tax Depreciation and Amortisation) was ` 5819 Crore up 35 percentcompared to the previous year supported by lower input cost higher aluminium volumes andrealization. Depreciation was up by 11 percent due to progressive capitalization. Interestexpense was lower by 3 percent mainly on account of prepayment of loan. Net Profi t forthe fi scal year 2017 stood at ` 1557 crore registering a growth of 182 percent versusprevious year.

Consolidated Full Year Highlights

Hindalco's consolidated Revenue stood at ` 102631 Crore for the fi scal year 2017. Itattained a record consolidated EBITDA (Earnings before Interest Tax Depreciation andAmortisation) at ` 13558 crore up 36 percent as compared to the earlier year. The robustperformance was supported by stable operations across businesses. For the fi scal year2017 net profi t stood at ` 1882 crore.

For detailed analysis refer Management Discussion and Analysis.

Key Initiatives

The Company successfully raised USD 500 million through Qualifi ed InstitutionalPlacement (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 inexcess of USD 1.5 billion (3x subscription). The QIP was priced at zero discount to theprevious day's closing share price. In line with the purpose of the issue the Companyused the cash proceeds from QIP towards prepayment of

` 4505 crore of long term loan in April 2017 – till date the total prepaymentstands at ` 5536 crore. During the fi scal year 2017 Novelis refi nanced its USD 2.5billion Senior Notes and USD 1.8 billion Term Loan. As a result annual cash interestsavings of USD 79 million has been achieved along with an extended debt maturity profi lefor the senior notes. Further Novelis entered into a JV agreement with Kobe Steel in May2017 to sell 50 per cent of ownership interest in Ulsan South Korea facility for USD 315million. This venture named Ulsan Aluminium Limited will provide synergies to both thehigh-quality partners.

During the year Hindalco also divested its stake in Aditya Birla Minerals LimitedAustralia.

HUMAN RESOURCES:

Several innovative people - focused initiatives have been instituted at the Grouplevel and these are translated into action at all of the Group Companies. Our basicobjective is to ensure that a robust talent pipeline and a high-performance culturecentered around accountability is in place. We feel this is critical to enable us retainour competitive edge.

RESEARCH AND DEVELOPMENT

Your Company's Research & Development (R&D) activities are focused on providinginnovative cost-effective and sustainable solutions to support consistent growth ofbusiness.

The R&D activities of your Company include process product and applicationdevelopment to develop short term as well as long term solutions to the issues faced bynonferrous sector such as raw material quality cost effective management of wastegenerated during processing recovery of value from by product as well as any wasteproducts developing better understanding of the science of processes reducing thespecifi c energy consumption and carbon footprint etc. Specifi c programs have also beeninitiated to foster better understanding of the requirement of existing and prospectivecustomers and to provide a better service through application development so as toincrease your company's market share in the chosen market space. Technical competenciesdeveloped by your company will go a long way in terms of quick absorption of technologiesenabling pushing boundaries of our processes so as to increase the economic performanceand improve our new product/ new application pipeline to address the impending marketopportunities.

Your Company already operates two Hindalco Innovation Centres (HIC) one HIC-Alumina atBelagavi working on R&D of bauxite alumina and specialty alumina products and oneHIC-SemiFab located at Taloja near Mumbai working in the area of aluminium fabricatedproducts. In addition your company engages the Aditya Birla Group's corporate researchand development centre Aditya Birla Science and Technology Company Private Limited("ABSTCPL") for conducting R&D in select areas of work through charteredR&D projects. These are based on the domain expertise and R&D facilities availablein ABSTCPL. The engagement has resulted into some patent applications which have been andwill be assigned to your company on the grant of the patent. ABSTCPL's forte of havingmultidisciplinary teams of technical experts scientists and engineers enables yourcompany to develop building competencies in select areas as a long term value tobusiness.

AWARDS & RECOGNITIONS

Several accolades have been conferred upon your Company in recognition of itscontribution in diverse fi eld. A selective list:

Central Logistics

Hindalco Central Logistics Cell recognised with the Economic Times Award for SupplyChain Management & Logistics and the Express Logistics & Supply Chain Leadershipaward for excellence in manufacturing supply chain engineering and logistics.

Mahan Aluminium

National Energy Conservation Award presented by the Bureau of Energy Effi ciencyMinistry of Power Government of India.

Rashtra Vibhushan Gold Award presented by the Foundation for Accelerated MassDevelopment (FAME) for exemplary initiatives in the fi eld of sustainable livelihood forsocio-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 aroundthe unit. IDA Award presented for exemplary work in the fi eld of "Primary &Adult Education."

Aditya Aluminium

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 improvementin productivity.

Renukoot Aluminium Complex

BT-CSR Award presented by Bureaucracy Today and presented by Mr. Anant Geete UnionMinister Ministry of Heavy Industries & Public Enterprises.

Hirakud Smelter & Power

Rashtra Vibhushan Gold Award 2016-17 for Excellence in Environment Protection presentedby the Foundation for Accelerated Mass Development (FAME) New Delhi.

Environment Health & Safety (ESH) Award (2nd Runners Up) 2016 presentedto Hindalco Hirakud Power by the CIIOdisha at the 12th State Level Competitionon Best Practices in Environment Safety and Health (ESH).

Muri Alumina

Greentech Gold Award for outstanding achievement in environment management in chemicalssector. CII Eastern Region Award for Safety Health & Environment (SHE) with 3 StarRating.

Taloja FRP

Silver Award presented by National Awards for Manufacturing Competitiveness (NAMC)2016-17. Maharashtra State Energy Development Agency (MEDA) Energy Conservation Award for2015-16.

Dahej Copper Complex

India CSR Award for continuous effort in covering a large number of benefi ciaries yearon year under the unit's ‘Education for All' initiative.

BT-CSR Excellence 2016 Award for promoting education under Dahej's ‘Education forAll' programme covering 69 adopted villages in Bharuch district and reaching out to 85primary and secondary schools covering over 16000 students.

FICCICSRAward2016-RecognitionforCommendable CSR Work Done by Birla Copper for Rural andCommunity 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 ContainerCorporation of India for having achieved fi rst position as Exporter at ICD Ankleshwer.

Belagavi Alumina

NationalGoldAwardforManufacturingCompetitiveness (NAMC) 2016 for its world classmanufacturing process and effi cient working methodologies.

Second prize for "Safe Boilers" in Mega industries category awarded byDepartment of Factories Government of Karnataka.

Second prize for "Best Safe Industry" in Mega industries category awarded byDepartment of Factories Government of Karnataka.

Alupuram Extrusions

CII - EXIM award for business excellence 2016 for displaying ‘Strong Commitment toExcel' on the journey towards Business Excellence.

Gare Palma Coal Mines

Awarded various fi rst and second prizes for Overall safety Safety Management PlanE&M Ventilation etc. and on Recovery during Zonal Safety and Rescue competitionsorganised by the Director General of Mines Safety.

Jharkhand and Chhattisgarh Bauxite Mines

Amtipani Bauxite Mines awarded 4 Star Rating for sustainable development at theNational Mining Conclave held at Raipur presented by Ministry of Mines & SteelGovernment of India. Samri Mines awarded National Safety Award -1st Prize(President's award) for longest accident free period and Responsible Business Award -CSR (inorganizational category). Several fi rst and second prizes awarded to various minesfor 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 mineson Afforestation Reclamation & Rehabilitation Overall Performance etc. by theIndian Bureau of Mines.

West Coast Bauxite Mines

Dhangarwadi Mine won three prizes during the Mines Safety Week including fi rst prizefor overall performance systematic mines working drilling blasting & haul road andsecond 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 othersearned highest level awards at the Regional and National Quality Circle Conventionsincluding Gold Awards and Excellence and Par Excellence awards.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements for the year ended 31st March 2017have been prepared by your Company in accordance with the provisions of the Companies Act2013 read with the Companies (Accounts) Rules 2014 applicable Accounting Standards andthe provisions of Listing Regulations and forms part of the full Annual Report.

EMPLOYEE STOCK OPTION SCHEMES:

ESOS – 2006

During the year ended 31st March 2017 the Company has allotted 443476fully paid-up equity share of ` 1/- each of the Company (Previous year 3185) on exerciseof options under ESOS 2006.

ESOS – 2013:

During the year ended 31st March 2017 the Company has allotted 997195fully paid-up equity share of

` 1/- each of the Company (Previous year 2193) on exercise of options under ESOS 2013.The details of Stock Options and Restricted Stock Units granted under the above mentionedSchemes are available on your Company's website viz. www. hindalco.com.

A certifi cate from the statutory auditor on the implementation of your Company'sEmployees Stock Option Schemes will be placed at the ensuing Annual General Meeting forinspection by the members. There is no material change in the scheme and scheme is incompliance with SEBI (Share Based Employee Benefi ts) Regulations 2014.

CORPORATE GOVERNANCE

Your Directors reaffi rm their continued commitment to good corporate governancepractices. Your Company fully adheres to the standards set out by the Securities andExchange Board of India for Corporate Governance practices. The entire report on CorporateGovernance 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 ofCompanies (Accounts of Companies) Rules 2014 and Regulation 36 of the ListingRegulations the Board of Directors has decided to circulate the Abridged Annual Reportcontaining salient features of the balance sheet and statement of profi t and loss andother documents to the shareholders for the Financial Year 2016-17 under the relevantlaws.

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 whodesire to obtain the full version of the Annual Report may write to the Company Secretaryat the registered offi ce. Full version of the Annual Report is also available on theCompany's website www.hindalco.com.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) of the Companies Act 2013 "the Act" yourDirectors subscribe to the "Directors' Responsibility Statement" and confi rmthat: a) in the preparation of the annual accounts applicable accounting standards havebeen followed along with proper explanations relating to material departures; b) theaccounting policies selected have been applied consistently and judgments and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at 31st March 2017 and of the profi t ofyour company for that period; c) proper and suffi cient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of your company and for preventing and detecting fraud andother irregularities; d) the annual accounts of your Company have been prepared on a goingconcern basis; e) your Company had laid down internal fi nancial controls and that suchinternal fi nancial controls are adequate and were operating effectively; f) your Companyhas devised proper system to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

The information on conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules2014 is set out in Annexure-II to the full andAbridged 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 ManagerialPersonnel) Rules 2014 the names and other particulars of employees are to be set out inthe Directors' Report as an addendum thereto. However in line with the provisions ofSection 136(1) of the Act the Report and Accounts as set out therein are being sent toall Members of your Company excluding the aforesaid information about the employees. AnyMember 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 toremuneration and other details as required under section 197(12) read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure-IIIto the full and Abridged Annual Report.

DIRECTORS:

Board constitution and changes:

Mr. A. K. Agarwala (DIN: 00023684) will retire from offi ce by rotation at the ensuingAnnual 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 yourapproval 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 ensuingAnnual General Meeting.

Independent Directors Statement:

Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Companies Act 2013 and Regulations 16(1)(b) of the ListingRegulations.

Policy on appointment and remuneration of Directors and Key Managerial Personnel:

The Nomination and Remuneration Committee has formulated the remuneration policy ofyour 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 aregiven in the Corporate Governance Report forming part of the full Annual Report.

Annual Evaluation:

Pursuant to the provisions of the Companies Act2013 and Listing Regulations theDirectors has carried annual performance evaluation of Board Independent Directors Nonexecutive Directors Executive Directors Committee and Chairman of the Board. Theevaluation framework focused on various aspects of the Board and Committees such asreview timely information from management etc. Also the performance of individualdirectors was divided into Executive Non Executive and Independent Directors and based onthe parameters such as contribution attendance decision making action orientedexternal knowledge etc. Board members have evaluated Independent Directors Non executiveDirectors Executive Directors Committee Board and Chairman. The result of evaluationwas satisfactory and meets the requirements of the Company. Board fully agreed and rated100% on its functioning skill sets and working atmosphere. Independent Directors scoredwell on expressing their views and in understanding the Company and its requirements.Non-Executive Directors scored well in understanding the Company and its requirements andkeep themselves current on the areas to be discussed. Executive Directors are actionoriented and ensures timely implementation of the Board decisions. Board is completelysatisfi ed with the functioning of various Committees. Board has full faith in theChairman in leading the Board effectively and ensuring contribution from all its members.

AUDIT COMMITTEE:

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 andMr. Praveen Kumar Maheshwari: Chief Financial Offi cer and Whole-Time Director are thepermanent invitees. Further details relating to the Audit Committee are provided in theCorporate 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. AnilMalik: Company Secretary are the Key Managerial Personnel of your Company.

VIGIL MECHANISM:

Your Company has in place a vigil mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of yourCompany's Code of Conduct. Adequate safeguards are provided against victimisation to thosewho avail of the mechanism and direct access to the Chairman of the Audit Committee isavailable. The vigil mechanism is available on your Company's website viz.www.hindalco.com.

AUDITORS

Statutory Auditors

M/s. Singhi & Co are the Statutory Auditors of the Company. Pursuant to theprovisions of the Companies Act 2013 M/s Singhi & Co were appointed as the auditorsfor a period of three years i.e. from the conclusion of the fi fty-fi fth Annual GeneralMeeting until the conclusion of the fi fty eighth Annual General Meeting of the Company tobe held in the calendar year 2017. Pursuant to the provisions of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 the Board of Directors in the meetingheld on 30th May 2017 on the recommendation of the Audit Committee appointedM/s. Price Waterhouse

& Co. Chartered Accountants LLP (Registration No. 304026E/E-300009) as theStatutory Auditors of the Company in place of M/s Singhi & Co the retiring StatutoryAuditors for a period of fi ve years i.e. to hold offi ce from the conclusion of thisAnnual General Meeting till the conclusion of the Sixty third Annual General Meeting ofthe Company to be held in the year 2022 subject to ratifi cation of their appointment bythe Members if required at every Annual General Meeting till the Sixty-second AnnualGeneral Meeting. Resolution seeking your approval is included in the Notice convening theAnnual General Meeting. The observation made in the Auditor's Report are self explanatoryand thereofore do not call for any further comments under Section 134(3)(f) of the Act.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors of your Company have onthe recommendation of the Audit Committee appointed M/s. Nanabhoy & Co. CostAccountants Mumbai as Cost Auditors to conduct the cost audit of your Company for the financial year ending 31st March 2018 at a remuneration as mentioned in theNotice convening the Annual General Meeting. As required under the Act the remunerationpayable to the cost auditor is required to be placed before the Members in a generalmeeting for their ratifi cation. Accordingly a resolution seeking Member's ratifi cationfor the remuneration payable to Cost Auditors forms part of the Notice of the ensuingAnnual General Meeting.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act 2013 read with theCompanies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed BNP & Associates Company Secretaries Mumbai as Secretarial Auditor forconducting the Secretarial Audit of your Company for the fi nancial year ended 31st March2017. The Report of the Secretarial Auditors is annexed herewith as Annexure-V tothe full Annual Report.

The Secretarial Audit Report does not contain any qualifi cation reservation oradverse remark.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to sustainable development. A detailed report of theCompany's 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 186of the Companies Act 2013 read with Companies (Meetings of Board and its Powers) Rules2014 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 ("theAct") read with Companies (Corporate Social Responsibility Policy) Rules 2014 theBoard of Directors of your Company has constituted a Corporate Social Responsibility("CSR") Committee which is chaired by Mrs. Rajashree Birla. The other Members ofthe Committee are Mr. Jagdish Khattar Independent Director Mr. A.K. Agarwala NonExecutive Director Mr. Satish Pai: Managing Director and Mr. D. Bhattacharya: NonExecutive Director. Dr. Pragnya Ram Group Executive President Corporate Communication& CSR is a permanent invitee to the Committee. Your Company also has in place a CSRPolicy and the same is available on your Company's website viz. www.hindalco.com. TheCommittee recommends to the Board activities to be undertaken during the year.

Your Company is a caring corporate citizen and lays signifi cant emphasis ondevelopment of the communities around which it operates. Your Company has identifi edseveral projects relating to Social

Empowerment & Welfare Infrastructure Development Sustainable Livelihood HealthCare and Education during the year and initiated various activities in neighbouringvillages 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 whichrepresent 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 AnnualReport.

RISK MANAGEMENT

Pursuant to the requirement of Listing Regulations the Company has constituted RiskManagement Committee which is mandated to review the risk management plan/process of yourcompany. Risk evaluation and management is an ongoing process within the Organization.Your Company has comprehensive risk management policy which is periodically reviewed bythe Risk Management Committee.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the fi nancial year your Company entered into related party transactions whichwere on arm's length basis and in the ordinary course of business. There are no materialtransactions with any related party as defi ned under Section 188 of the Act read withCompanies (Meetings of Board and its Powers) Rules 2014 and Listing Regulations. Allrelated party transactions have been approved by the Audit Committee of your Company. Thepolicy on Related Party Transactions as approved by the Audit Committee and the Board isavailable on your Company's website viz. www.hindalco.com.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Companies Act 2013 ("theAct") read with the Companies (Management and Administration) Rules 2014 an extractof the Annual Return of your Company for the fi nancial year ended 31st March2017 is given in Annexure-VII to the full Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per Listing Regulations a separate section of Business Responsibility Report formspart 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 andcomplexity of its operations. The scope and authority of the Internal Audit is defi ned bythe Audit Committee. The Internal Audit Department monitors and evaluates the effi cacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal auditors the process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Signifi cant audit observations andcorrective 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 suchinternal fi nancial controls are adequate and were operating effectively

SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANIES:

The fi nancial statements of your Company's subsidiaries and related information havebeen placed on the website of your Company viz. www.hindalco. com and also available forinspection during business hours at the registered offi ce of your Company. Any Memberwho is interested in obtaining a copy of fi nancial statements of your Company'ssubsidiaries may write to the Company Secretary at the Registered Offi ce of yourCompany. In accordance with the provisions of the Section 129 (3) of the Act read withthe Companies (Accounts) Rules 2014 a report on the performance and fi nancial positionof each of the subsidiaries associates and Joint Venture is attached as Annexure-VIIIto the full and Abridged Annual Report. ThenamesofCompanieswhichhavebecomeorceased to besubsidiaries Joint Ventures and associates are also provided in the aforesaid statement.

OTHER DISCLOSURES:

• There were no material changes and commitments affecting the fi nancial positionof 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 ownedsubsidiary. He is in receipt of annual fee of US$ 150000 from Novelis Inc in the calendaryear 2016. Mr. Praveen Kumar Maheshwari: Whole-Time Director and Chief Financial Offi cerhas not received any commission/ remuneration from your Company's subsidiary Companies.

• There is no change in the nature of business.

• During the year under review your Company has not accepted any fi xed depositsfrom the public falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Thus as on March 31 2017 there were no deposits which wereunpaid or unclaimed and due for repayment.

• There were no signifi cant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.

• There were no frauds reported by the Auditors u/s 143(12) of the Companies Act2013.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Honorable Ministers Secretaries and other offi cials of theMinistry of Mines Ministry of Coal the Ministry of Chemicals and Fertilizers and variousState Governments. Your Directors thank the Financial Institutions and Banks associatedwith your Company for their support as well. Your Company's employees are instrumental inyour Company scaling new heights year after year. Their commitment and contribution isdeeply acknowledged. Your involvement as Shareholders is greatly valued. Your Directorslook forward to your continuing support.

For and on behalf of the Board

Satish Pai M.M. Bhagat
Managing Director Independent Director
DIN:06646758 DIN: 00006245
Mumbai
Dated : 30th May 2017