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Hindalco Industries Ltd.

BSE: 500440 Sector: Metals & Mining
NSE: HINDALCO ISIN Code: INE038A01020
BSE 00:00 | 13 Nov 231.60 2.15
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NSE 00:00 | 13 Nov 231.55 2.30
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HIGH

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OPEN 229.70
PREVIOUS CLOSE 229.45
VOLUME 1610298
52-Week high 283.95
52-Week low 192.50
P/E 33.66
Mkt Cap.(Rs cr) 52,003
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 229.70
CLOSE 229.45
VOLUME 1610298
52-Week high 283.95
52-Week low 192.50
P/E 33.66
Mkt Cap.(Rs cr) 52,003
Buy Price 0.00
Buy Qty 0.00
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 59th Annual Report and the auditedstandalone and consolidated financial statements of your company for the year ended 31stMarch 2018.

FINANCIAL HIGHLIGHTS

(Rs. Crore)
Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Revenue from Operations 43435 39383 115809 102631
Other Income 948 1005 1105 1111
Earnings before Interest Tax and Depreciation (EBITDA) 6072 5819 15025 13558
Depreciation including impairment 1617 1428 4606 4469
Finance Costs 1901 2323 3911 5742
Profit before Exceptional Items and Tax 2554 2068 6508 3348
Share of Equity Accounted Investments - - (125) (25)
Profit before Exceptional Items and Tax 2554 2068 6383 3323
Exceptional Items (325) 85 1774 (8)
Profit before Tax 2229 2153 8157 3315
Tax Expenses 792 596 2074 1433
Profit/ (Loss) for the period 1437 1557 6083 1882
Other Comprehensive Income (Loss) 957 536 2991 (18)
Total Comprehensive Income 2394 2093 9074 1864
Basic EPS 6.45 7.56 27.3 9.22

 

Appropriations to Reserves
(Rs. Crore)
Appropriations 2017-18 2016-17
Opening Balance in Retained 8847 7143
Earnings and Other Comprehensive Income
Total Comprehensive Income for the Current Year 2394 2093
Dividends paid (291) (239)
Transferred to Debenture (150) (150)
Redemption Fund
Closing Balance in Retained 10800 8847
Earnings and Other Comprehensive Income

Dividend:

For the year ended 31st March 2018 the Board of Directors of your Company hasrecommended dividend of Rs. 1.20 per equity share (Previous year Rs.1.10 per equityshare) 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 provisions of Regulation 43A of the Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements) Regulations 2015 herein afterreferred to as "Listing Regulations" your Company has formulated aDividend Distribution 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 a revenue of Rs. 43435 crore for the fiscal year 2018 vs Rs.39383 crore in the previous year. EBITDA (Earnings before Interest Tax Depreciation andAmortisation) stood at Rs. 6072 crore up 4 percent compared to the previous year on theback of stable operations with supporting macros despite increasing input costs.Depreciation was higher by 13 percent due to progressive capitalization and certainreclassification in FY18. The Finance Cost was down by 18 percent at Rs. 1901 crore onaccount of prepayment and reduction in pricing of the project loans. Profit before Tax(and Before Exceptional Items) stood at Rs. 2554 crore up by 24 percent compared to theprevious year. Net Profit for FY18 stood at Rs.1437 crore in FY18 as compared to Rs.1557 crore in the previous year.

Consolidated Full Year Highlights

Hindalco's consolidated Revenue stood at Rs. 115809 crore for FY18 compared toRs. 102631 crore in the previous year on the back of excellent operating performance ofall the businesses and better realisations. The Company recorded highest ever consolidatedPBITDA (Profit before Interest Tax Depreciation and Amortisation) of Rs. 15025 croreup by 11 percent supported by stable operations and improving efficiencies across allbusinesses. Consolidated Profit before Tax (and Before Exceptional Items) almost doubledand stood at Rs. 6508 crore up by 94 percent compared to the previous year on account ofstrong overall business performance and savings in interest outgo. Net Profit in FY18trebled at Rs. 6083 crore up by 223% compared to the previous year. For detailedanalysis refer to the Management Discussion and Analysis section of the Full and AbridgedAnnual Report.

Highlights of the Company's Subsidiaries:

(a) Utkal Alumina International Ltd.

Utkal Alumina revenues has grown to Rs. 2863 Crore in FY 18 compared to Rs. 2375Crore in FY 17 up 21% as a result of excellent operating performance. The EBITDA for FY 18stood at Rs.1187 Crore up 77% compared to Rs. 672 Crore in FY 17. The Profit after tax inFY 18 was Rs. 561 Crore v/s Rs. (114) Crore in FY17.

(Rs. Crore)
Particulars FY18 FY17 % Growth
Revenue 2863.37 2374.81 21%
EBITDA 1186.55 672.02 77%
PAT 561.29 (114.18)

(b) Novelis Inc.

Performance highlights of Novelis Inc. are provided in the Management Discussion andAnalysis section of the Full and Abridged Annual Report.

Key Initiatives

The Company successfully commissioned the new Continuous Cast Rod Plant (CCR-3) inCopper in Dahej during the year. This will further enhance the copper rod capacity of itsDahej Plant. The Work on Utkal's brown field capacity expansion by 500 Kt commenced duringthe year and is expected to be completed in 30 months with a total capital outlay ofaround Rs.1300 crore which will provide further strength to its integration andavailability of best in class alumina to its smelters.

During the fiscal year 2018 Novelis completed JV to establish Ulsan Aluminium in SouthKorea by selling approximately 50% its ownership to Kobe Steel for US$ 314 million whichhave helped to unlock the value. Novelis with its objective to invest in world classassets and technical capabilities to position itself to meet the increasing global demandfor aluminium from the Automotive market announced its plans to setup a 200 Kt automotivefinishing facility in Guthrie Kentucky US which is expected to be commissioned in CY2020. Novelis has agreed to acquire the operating facilities and manufacturing assets atits plant in Sierre Switzerland that has been historically leased.

HUMAN RESOURCES:

Several innovative people-focused initiatives have been instituted at the Group leveland these are translated into action at all of the Group Companies. Our basic objective isto ensure that a robust talent pipeline and a high-performance culture centred aroundaccountability is in place. We feel this is critical to enable us retain our competitiveedge.

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 thespecific energy consumption and carbon footprint etc.

Specific programs have also been initiated to foster better understanding of therequirement of existing and prospective customers and to provide a better service throughapplication development so as to increase your company's market share in the chosenmarket space.

Technical competencies developed by your company will go a long way in terms of quickabsorption of technologies enabling pushing boundaries of our processes so as toincrease the economic performance and improve our new product/ new application pipeline toaddress the impending market opportunities.

Your Company already operates two Hindalco Innovation Centres (HIC) one HIC-Alumina atBelagavi working on R&D of bauxite ore alumina refining and specialty aluminahydrate products; as well as waste management; and one HIC-SemiFab located at

Taloja near Mumbai working in the area of tribology energy and environmentmanagement and aluminium fabricated products and new applications. R&D Team at BirlaCopper Dahej is focusing on maximisation of copper recovery as well recovery of variousmetal values such as Selenium Tellurium Nickel Bismuth etc. from the effl uentgenerated in the plant. In addition your company engages the Aditya Birla Group'scorporate research and development centre Aditya Birla Science and Technology CompanyPrivate Limited ("ABSTCPL") for conducting R&D in select areas of workthrough chartered R&D projects.

These are based on the domain expertise and R&D facilities available in ABSTCPL.The engagement has resulted into patent applications which have been and will be assignedto your company on the grant of the patent. ABSTCPL's forte of having multidisciplinaryteams of technical experts scientists and engineers enables your company to developbuilding competencies in select areas as a long term value to business. Both the HICs atBelagavi and Taloja as well as ABSTCPL are DSIR GOI recognised R&D Centres.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements for the year ended 31st March 2018 have beenprepared by your Company in accordance with the provisions of the Companies Act 2013read with the Companies (Accounts) Rules 2014 applicable Accounting Standards and theprovisions of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 "Listing Regulations" and forms part of the FullAnnual Report.

EMPLOYEE STOCK OPTION SCHEMES:

ESOS-2006

During the year ended 31st March 2018 the Company has allotted 133438 fully paid-upequity share of Rs.1/- each of the Company (Previous year 443476) on exercise of optionsunder ESOS 2006.

ESOS-2013:

During the year ended 31st March 2018 the Company has allotted 1575374 fullypaid-up equity share of Rs.1/- each of the Company (Previous year 9 97195) on exerciseof options under ESOS 2013. The details of Stock Options and Restricted Stock Unitsgranted 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'sEmployees Stock Option Schemes will be placed at the ensuing Annual General Meeting forinspection by the members.

There is no material change in the Schemes and the aforementioned schemes are incompliance with SEBI (Share Based Employee Benefits) Regulations 2014.

CORPORATE GOVERNANCE

Your Directors reaffirm 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 Corporate Governance forms part of Full Annual Report.

ABRIDGED ANNUAL REPORT

In terms of the provision of Section 136(1) of the Companies Act 2013 Rule 10 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 Financial Statements and Directors' Report and otherdocuments to the shareholders for the Financial Year 2017-18 under the relevant laws.

The Abridged Annual Report is being circulated to the members excluding the‘Annual Report on CSR Activities' ‘Remuneration Philosophy/ Policy'‘Secretarial Audit Report' ‘Extract of Annual Return' ‘Dividend Policy'‘Full Report on Corporate Governance and Shareholders' Information'. Members whodesire to obtain the full version of the Annual Report may write to the Company Secretaryat the registered office. 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 confirmthat:

a) in the preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanations relating to material departures;

b) the accounting policies selected have been applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2018 and of the Profit ofyour company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of yourcompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts of your Company have been prepared on a going concern basis;

e) your Company had laid down internal financial controls and that such internalfinancial controls are adequate and were operating effectively;

f) your Company has devised proper system to ensure compliance with the provisions ofall 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 ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 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 of Section 136(1) of the Act the Report andAccounts as set out therein are being sent to all Members of your Company excluding theaforesaid information about the employees. Any Member who is interested in obtainingthese particulars about employees may write to the Company Secretary at the RegisteredOffice of your Company.

Disclosures pertaining to remuneration and other details as required under section197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are attached as Annexure-III to the Full and Abridged Annual Report.

DIRECTORS:

Board constitution and changes:

Mr. Kumar Mangalam Birla (DIN: 00012813) will retire from office by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Kumar Mangalam Birla has given required declaration under Companies Act 2013.

Brief resume of the director being reappointed form part of the notice of the ensuingAnnual General Meeting.

Mr. Jagdish Khattar (DIN: 00013496) has resigned as an Independent Director w.e.f 4thMay 2018 due to his personal commitment.

Ms. Alka Bharucha (DIN:00114067) is appointed as an Independent Director on the Boardof the Company w.e.f 11th July 2018. Ms. Bharucha has given the required declarationsunder the Companies Act 2013 and Listing Regulations.

The Board recommends the reappointment of Mr. Kumar Mangalam Birla and appointment ofMs. Alka Bharucha. Items seeking your approval is included in the Notice convening theAnnual 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 Regulation 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 five times during the year details of whichare given in the Corporate Governance Report forming part of the Full Annual Report.

Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 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 individual directors was divided into Executive Non Executiveand Independent Directors and based on the parameters such as contribution attendancedecision making action oriented external knowledge etc.

The evaluation exercise has been carried out by the Board members on the basis ofevaluation templates for Board Independent Directors Non Executive Directors ExecutiveDirectors Committees and Chairman of the Board. The template had various questions to bereplied by the directors on aforesaid parameters.

The Nomination and Remuneration Committee evaluated the performance on the basis of theresponse received from the Directors.

Similarly the Independent Directors evaluated the performance of non independentdirectors Chairman and assessed the quality quantity and flow of information betweencompany management and Board. Outcome of the evaluation exercise:

1. The Board as a whole performed satisfactorily.

2. Independent Directors are rated high in understanding the Company's business andexpressing their view during the Board meetings.

3. The Non Executive Directors scored well in all aspects.

4. Directors rated Executive Directors as action oriented and good in implementingBoard decisions.

5. Board members rated high to the Chairman in leading the Board effectively.

6. Board members had shown satisfaction in functioning of the Committees.

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 Officer and Whole-Time Director are thepermanent invitees.

Further details relating to the Audit Committee are provided in the CorporateGovernance 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 Officer 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 those who avail of themechanism and direct access to the Chairman of the Audit Committee in exceptional cases isprovided to them The vigil mechanism is available on your Company's website viz.www.hindalco.com.

AUDITORS

Statutory Auditors

M/s. Price Waterhouse & Co Chartered Accountants LLP (Registration No.304026E/E-300009) are the Statutory Auditors of the Company who are appointed for aperiod of five years i.e. to hold office from the conclusion of the Fifty Eighth AnnualGeneral Meeting held in 2017 till the conclusion of the Sixty third Annual General Meetingof the Company to be held in the Calendar year 2022 subject to ratification ifrequired of their appointment by the Members at every Annual General Meeting till theSixty-second Annual General Meeting.

The requirement to place the matter relating to appointment of the Auditors forratification by the members at every Annual General Meeting is done away with videnotification dated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of appointment of the Auditors who wereappointed in the Annual General Meeting held on 13th September 2017.

The observation made in the Auditor's Report are self explanatory and therefore do notcall 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 thefinancial year ending 31st March 2019 at a remuneration as mentioned in the Noticeconvening the Annual General Meeting.

As required under the Act the remuneration payable to the cost auditor is required tobe placed before the Members in a general meeting for their ratification. Accordingly aresolution seeking Member's ratification for the remuneration payable to Cost Auditorsforms part of the Notice of the ensuing Annual 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 Companyhas appointed BNP & Associates Company Secretaries Mumbai as Secretarial Auditor forconducting the Secretarial Audit of your Company for the financial year ended 31st March2018.

The Report of the Secretarial Auditors is annexed herewith as Annexure-V to theFull Annual Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

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 for the Financial year ending 31st March 2018 were Mr. Jagdish KhattarIndependent Director Mr. A.K. Agarwala Non Executive Director Mr. Satish Pai: ManagingDirector and Mr. D. Bhattacharya: Non Executive Director. Dr. Pragnya Ram Group ExecutivePresident Corporate Communication & CSR is a permanent invitee to the Committee. Mr.Jagdish Khattar: Independent Director and Member of CSR Committee has resigned from theBoard w.e.f 4th May 2018. Mr. Y.P. Dandiwala: Independent Director was inducted as amember of the CSR Committee in the meeting of the Board held on 16th May 2018.

Your Company also has in place a CSR Policy and the same is available on your Company'swebsite viz. www.hindalco.com. The Committee recommends to the Board activities to beundertaken during the year.

Your Company is a caring corporate citizen and lays significant emphasis on developmentof the communities around which it operates. Your Company has identified several projectsrelating to Social Empowerment & Welfare Infrastructure Development SustainableLivelihood Health Care and Education during the year and initiated various activities inneighbouring villages around plant locations.

During the financial Year 2017-18 the Company has spent Rs. 31.09 Crore underSection 135 of the Companies Act 2013 on CSR activities which represent 2.33% of averagenet Profits of the Company for last three financial years. The Annual Report on CSRactivities is attached as Annexure-VI to the Full Annual Report.

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. YourCompany has comprehensive risk management policy which is periodically reviewed by theRisk Management Committee.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial 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 defined under Section 188 of the Act read withCompanies (Meetings of Board and its Powers) Rules 2014 and Listing Regulations.

All related party transactions have been approved by the Audit Committee of yourCompany. The policy on Related Party Transactions as approved by the Audit Committee andthe Board is available 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 financial year ended 31st March 2018 isgiven in Annexure-VII to the Full Annual Report.

BUSINESS RESPONSIBILITY REPORT:

As per the Listing Regulations a separate section of Business Responsibility Reportforms part of the Full and Abridged Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has Internal Financial Control (IFC) framework commensurate with its sizescale and complexity of businesses. The framework has been designed to provide reasonableassurance with respect to reliable operational and financial information complying withapplicable laws safeguarding of assets prevention and detection of frauds & errorsexecuting transactions with proper authorization and ensuring compliance with companypolicies & procedures.

The controls based on the prevailing business conditions and processes have been testedfor operating effectiveness and no reportable material deficiencies in the design wereobserved. The Internal Audit team develops an annual audit plan based on the risk profileof the businesses.

The Internal Audit plan is approved by the Audit Committee who also reviews complianceto the audit plan.

The Audit Committee has appointed Internal Auditors who periodically audit the adequacyand effectiveness of the internal controls laid down by the management and suggestimprovements to strengthen the controls. Significant audit observations and correctiveaction(s) thereon are presented to the Audit Committee. The Audit Committee reviews thereports submitted by the Internal Auditors in each of its meeting quarterly.

INTERNAL FINANCIAL CONTROL

Your directors confirm having laid down internal financial controls and that suchinternal financial controls are adequate and were operating effectively.

SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANIES:

The financial 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 office of your Company.

Any Member who is interested in obtaining a copy of financial statements of yourCompany's subsidiaries may write to the Company Secretary at the Registered Office ofyour Company. In accordance with the provisions of the section 129 (3) of the Act readwith the Companies (Accounts) Rules 2014 a report on the performance and financialposition of each of the subsidiaries associates and Joint Venture is attached as Annexure-VIIIto the Full and Abridged Annual Report.

ThenamesofCompanieswhichhavebecomeorceased to be subsidiaries Joint Ventures andassociates are also provided in the aforesaid statement.

OTHER DISCLOSURES:

• There were no material changes and commitments affecting the financial positionof your Company between end of financial year and the date of report.

• Your Company has not issued any shares with differential voting.

• There was no revision in the financial 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 in the calendar year 2017. Mr.Praveen Kumar Maheshwari: Whole Time Director and Chief Financial Officer has not receivedany commission/remuneration from your Company's subsidiaries.

• There is no change in the nature of business.

• During the year under review your Company has not accepted any fixed depositsfrom the public falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Thus as on March 31 2018 there were no deposits which wereunpaid or unclaimed and due for repayment.

• There are no significant and material orders passed by the regulators or courtsor 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 theCompanies Act 2013.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Honorable Ministers Secretaries and other officials 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 in your Company scaling new heights yearafter year.

Their commitment and contribution is deeply acknowledged. Your involvement asShareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board
Satish Pai M.M. Bhagat
Managing Director Independent Director
DIN:06646758 DIN:00006245
Mumbai
Dated : July 11 2018