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Vedanta Ltd.

BSE: 500295 Sector: Metals & Mining
NSE: VEDL ISIN Code: INE205A01025
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126.00

HIGH

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OPEN 126.00
PREVIOUS CLOSE 130.50
VOLUME 138818
52-Week high 195.00
52-Week low 122.55
P/E 13.20
Mkt Cap.(Rs cr) 45,870
Buy Price 123.30
Buy Qty 1814.00
Sell Price 123.50
Sell Qty 2419.00
OPEN 126.00
CLOSE 130.50
VOLUME 138818
52-Week high 195.00
52-Week low 122.55
P/E 13.20
Mkt Cap.(Rs cr) 45,870
Buy Price 123.30
Buy Qty 1814.00
Sell Price 123.50
Sell Qty 2419.00

Vedanta Ltd. (VEDL) - Auditors Report

Company auditors report

To the Members of

Vedanta Limited

REPORT ON THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone Ind AS financial statements of VedantaLimited ("the Company") which comprise the Balance sheet as at March 31 2019the Statement of Profit and Loss including the statement of Other Comprehensive Incomethe Cash Flow Statement and the Statement of Changes in Equity for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 its profitincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act.

Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance

with the Rs. Code of Ethics' issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone Ind AS financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended March 31 2019. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report.

We have fulfilled the responsibilities described in the Auditor's responsibilities forthe audit of the standalone Ind AS financial statements section of our report includingin relation to these matters. Accordingly our audit included the performance ofprocedures designed to respond to our assessment of the risks of material misstatement ofthe standalone Ind AS financial statements. The results of our audit procedures includingthe procedures performed to address the matters below provide the basis for our auditopinion on the accompanying standalone Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter

Recoverability of carrying value of property plant and equipment capital work in progress exploration intangible assets under development and investments being carried at cost (as described in note 3c(A)(ii) 3c(A)(iii) 3c(A)(x) 5 6A and 31 of the standalone Ind AS financial statements)

As at March 31 2019 the carrying value of property plant and equipment capital work in progress exploration intangible assets under development and investment being carried at cost was Rs. 120941 Crore. We focused our efforts on the Cash Generating Units ("CGUs") of (a) Tuticorin within the copper segment; and (b) Krishna Godavri basin within the oil and gas segment; as they had impairment and/or impairment reversal indicators. Our audit procedures included the following:-
• Critically assessed through an analysis of internal and external factors impacting the Company whether there were any indicators of impairment (or reversal of impairment) in line with Ind AS 36.
Recoverability of property plant and equipment capital work in progress exploration intangible assets and investment being carried at cost has been identified as a key audit matter due to : • Specifically in relation to the CGUs where impairment and impairment reversal indicators were identified obtained and evaluated the valuation models used to determine the recoverable amount by challenging the key assumptions used by the management including:
• The significance of the carrying value of assets being assessed.
• The size of impairment charges and reversals in earlier years. - Considering forecasted volumes in relation to asset development plans.
• The fact that the assessment of the recoverable amount of the Company's CGUs and investments involves significant judgements about the future cash flow forecasts and the discount rate that is applied. - Critically assessing management's forecasting accuracy by comparing prior year forecasts to actual results and assessing the potential impact of any variances.
• The withdrawal of the Company's licenses to operate in current year in one of the jurisdictions' and consequential litigation. - Corroborating the price assumptions used in the models against analyst consensus.
- Testing the appropriateness of the weighted average cost of capital used to discount the impairment models through engaging our internal valuations experts.
- Testing the integrity of the models together with their clerical accuracy.
The key judgements and estimates centered on the likely outcome of the litigations cash flow forecasts prices and discount rate assumptions. An impairment reversal of Rs. 313 Crore was recorded in the oil and gas segment during the year (refer note 31). Additionally wherever impairment trigger arose due to withdrawal of Company's license to operate we inspected the external legal opinions in respect of the merits of the case and critically assessed management's position through discussions with the legal counsel to determine the basis of their conclusion.
• Assessed the competence and objectivity of the Company's external experts to satisfy ourselves that these parties are appropriate in their roles within the estimation process.
• Assessed the adequacy of the disclosures made by the Company in this regard.
Revenue recognition (as described in note 3a(A) 3c(A)(xi) 3c(B)(ii) and 26 of the standalone Ind AS financial statements)
For the year ended March 31 2019 the Company has recognized revenue from operations of Rs. 38098 Crore. Revenue recognition has been recognized as a key audit matter due to diverse and complex revenue streams across the Company. We have identified following key areas for consideration: Our audit procedures included the following:-
• Our audit procedures included considering the appropriateness of the Company's revenue recognition accounting policies and assessing compliance with the policies in terms of Ind AS 115.
• Complexity associated with the calculation of profit petroleum within the Oil & Gas segment. • Performed walkthroughs and test of controls assisted by IT specialists of the revenue recognition processes and assessed the design and operating effectiveness of key controls.
• Complex calculation of power tariff agreements with Grid Corporation of Odisha Limited (GRIDCO). • Cut-off: The variety of terms in the copper iron ore and aluminum segments that define when control is transferred to the customer as well as the high value of the transactions give rise to the risk that revenue is not recognized in the correct period. • Inspected the terms of production sharing contracts in the Oil & Gas segment and tested the underlying cost recovery and profit petroleum calculations used by the management. Also inspected external legal opinions (where considered necessary) to evaluate the merits of the claims made by the Company in computing government's share of revenue. We also assessed the adequacy of disclosures made by the Company relating to calculation of profit petroleum within the Oil & Gas segment.
• Inspected the terms of the power purchase agreement to assess the reasonability of the inputs used in the calculation of the power tariff in respect of the revenue recognized for GRIDCO. Other procedures relating to the revenue of the Power division are mentioned in the recoverability of disputed receivables section.
• Selected a sample of sales in the copper iron ore and aluminum segments made pre and post year end agreeing the date of revenue recognition to third party support such as bills of lading to confirm sales are recognized according to contract conditions.
• Examined invoice samples with various shipping terms to ensure that revenue has been recognized appropriately.
Recoverability of disputed receivables (as described in note 3c(B)(i) and note 7 of the standalone Ind AS financial statements)
• As of March 31 2019 the value of disputed receivables in the power segment aggregated to Rs. 1248 Crore. Our audit procedures included the following:-
• Examined the underlying power purchase agreements.
• Due to disagreements over the quantification or timing of the receivable the recovery of said receivables are subject to increased risk. Some of these balances are also subject to litigation. • Inspected the relevant state regulatory commission appellate tribunal and court rulings.
The risk is specifically related to receivables from GRIDCO. These receivables include long outstanding balances as well and are also subject to counter party credit risk. • Inspected external legal opinions in respect of the merits of the case and critically assessed management's position through discussions with the management's in-house legal team to determine the basis of their conclusion.
• Accordingly the same has been considered as a key audit matter. • Examined management's assessment of recoverability of receivables.
• Assessed the adequacy of the disclosures made by the Company in this regard.
Claims and exposures relating to taxation and litigation (as described in note 3c(B)(ii) and 35 of the standalone Ind AS financial statements)
• The Company is subject to a large number of legal and tax related claims which have been disclosed/provided for in the financial statements based on the facts and circumstances of each case. Our audit procedures included the following:-
• Gained an understanding of the process of identification of claims litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed tests of controls.
• Taxation and litigation exposures have been identified as a key audit matter due to the complexities involved in these matters timescales involved for resolution and the potential financial impact of these on the financial statements. Further significant management judgement is involved in assessing the exposure of each case and thus a risk that such cases may not be adequately provided for or disclosed. • Obtained the summary of Company's legal and tax cases and critically assessed management's position through discussions with the Legal Counsel Head of Tax and operational management on both the probability of success in significant cases and the magnitude of any potential loss.
• Inspected external legal opinions (where considered necessary) and other evidence to corroborate management's assessment of the risk profile in respect of legal claims.
• Engaged tax specialists to technically appraise the tax positions taken by management with respect to local tax issues.
• Assessed whether management assessment of similar cases is consistent across the divisions or that differences in positions are adequately justified.
• Assessed the relevant disclosures made within the financial statements to address whether they appropriately reflect the facts and circumstances of the respective tax and legal exposures and the requirements of relevant accounting standards.
Recoverability of unutilized Minimum Alternate Tax (MAT) credits included under deferred tax assets (as described in note 3c(A)(ix) and 32 of the standalone Ind AS financial statements)
• As of March 312019 the Company has recognized MAT credits of Rs. 3971 Crore included under deferred tax assets that can be utilized against future tax liabilities. Our audit procedures included the following:-
• Obtained and analysed the future projections estimated by the analysis of the consistency of the actual results obtained by the various segments with those projected in the previous year. We further obtained evidence of the approval of the budgeted results included in the current year's projections and the reasonableness of the future cash flow projections and the consistency of those projections with those used in other areas of estimation such as those used for assessing the recoverability of assets.
• The analysis of the recoverability of such deferred tax assets has been identified as a key audit matter because the assessment process involves judgement regarding the future profitability and the likelihood of the realization of these assets in particular whether there will be taxable profits in future periods that support the recognition of these assets. This requires assumptions regarding future profitability which is inherently uncertain. Accordingly the same is considered as a key audit matter.
• Of the above MAT credits we focused our effort on MAT assets of Rs. 1161 Crore which are expected to be utilized during the last two years of the stipulated fifteen year carry forward period from the year in which the same arose. • Tested the completeness and accuracy of the MAT credits recognized as deferred tax assets.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE INDAS FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies

(Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company'sfinancial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements for the financial year ended March 31 2019 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

OTHER MATTER

We did not audit the financial statements and other financial information in respectof 1 unincorporated joint venture not operated by the Company whose Ind AS financialstatements include total assets of Rs. 109 Crore as at March 31 2019. The unauaditedfinancial information of the said unincorporated joint venture not operated by the Companyhas been furnished to us by the management of the Company. Our opinion on the standaloneInd AS financial statements in so far as it relates to the amounts and disclosuresincluded in respect of this unincorporated joint venture is based solely on suchunaudited information furnished to us by the management. Our opinion is not modified inrespect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order

2016 ("the Order") issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure 1" astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid/provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements-Refer Note 35 to the standalone IndAS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Raj Agrawal
Place: Mumbai Partner
Date: May 07 2019 Membership Number: 82028

Annexure 1 referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our report of even date

Re: Vedanta Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in fixed assets are held in the name of the Companyexcept for the title deeds of immovable properties in oil and gas blocks jointly ownedwith other joint venture partners which are held in the name of the licensee of theblock.

The written down value of such immovable properties in the accompanying financialstatement aggregates to Rs. 63.80 Crore.

(ii) The management has conducted physical verification of inventories at reasonableintervals during the year except for inventories aggregating of Rs. 586 Crore lying atTuticorin plant which is under suspension (refer note 3c(A)(x)). No material discrepancieswere noticed on physical verification of inventories wherever such verifications werecarried out. Inventories lying with third parties have been confirmed by them as at March312019 and no material discrepancies were noticed in respect of such confirmations.

(iii) (a) The Company has granted loans to 6 companies covered in the registermaintained under section 189 of the Act. In our opinion and according to the informationand explanations given to us the terms and conditions of the grant of such loans are notprejudicial to the Company's interest.

(b) The Company has granted loans that are either re-payable on demand or have aschedule for repayment of interest and principal to companies covered in the registermaintained under section 189 of the Act. We are informed that (a) repayment of loan wasreceived as and when the demands were raised during the year; and (b) loans which had aschedule for repayment were not due during the current year; and thus there has been nodefault on the part of the parties to whom the monies have been lent. The payment ofinterest has been regular in all cases.

(c) There is no amounts of loans granted to companies listed in the register maintainedunder section 189 of the Act which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to usprovisions of sections 185 and 186 of the Act in respect of loans to directors includingentities in which they are interested and in respect of loans and advances giveninvestments made and guarantees given have been complied with by the Company. The Companyhas not granted any security in terms of sections 185 and 186 of the Act.

(v) In our opinion and according to information and explanations given to us theCompany has not accepted any deposit from the public during the year. In respect ofunclaimed deposits the Company has complied with the provisions of sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Act related to the manufacture of goods and generation ofelectricity and are of the opinion that prima facie the specified accounts and recordshave been made and maintained. We have not however made a detailed examination of thesame.

(vii) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of custom value added tax goods and servicetax cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax service taxsales-tax duty of custom value added tax goods and service tax cess and otherstatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable.

(c) According to the records of the Company the dues of income-tax sales-tax servicetax customs duty excise duty and value added tax on account of any dispute are asfollows:

Name of the statute Nature of the dues Amount (' In Crore) Period to which the amount relates Forum where the dispute is pending
Central Excise Act 1944 Excise Duty 0.40 November 07 to July 08 Additional Commissioner
Central Excise Act 1944 Excise Duty 0.42 2011-12 to 2015-16 Assistant Commissioner
Central Excise Act 1944 Oil Cess and NCCD demand 53.49 2003-04 and December 2013 to February 2015 CESTAT/ Supreme Court
Central Excise Act 1944 Excise Duty 179.02 1997-98 to 2015-16 CESTAT
Central Excise Act 1944 Excise Duty 16.70 1997-2010 Commissioner
Central Excise Act 1944 Excise Duty 0.72 2015-17 Commissioner Appeals
Central Excise Act 1944 Excise Duty 98.29 2000-2006 and 2017-18 High Court
Central Sales Tax 1956 Sales Tax 11.09 2004-05 to 2014-15 Additional Commissioner
Central Sales Tax 1956 Sales Tax 19.25 1998-99 to 2016-17 High Court
Customs Act 1962 Custom Duty 47.95 2011-14 to 2013-14 CESTAT
Customs Act 1962 Custom Duty 31.16 2004-05 to 2009-10 and 2012-13 to 2016-17 Commissioner
Customs Act 1962 Custom Duty 8.27 2007-14 and 2012-13 Commissioner Appeals
Customs Act 1962 Customs Duty 7.99 2012-13 Deputy Commissioner
Customs Act 1962 Custom Duty 12.26 2005-06 to 2006-07 High Court
Customs Act 1962 Custom Duty 0.18 1996-97 2005-10 Supreme Court
Finance Act 1994 Service Tax 0.01 2011-12 to 2015-16 Assistant Commissioner
Finance Act 1994 Service Tax 213.49 2002-03 to 2014-15 CESTAT
Finance Act 1994 Service Tax 0.13 2007-13 Commissioner
Finance Act 1994 Service Tax 3.35 2009-10 to 2017-18 Commissioner Appeals
Finance Act 1994 Service Tax 24.32 2006-07 2007-08 2016-17 & 2017-18 High Court
Sales Tax Sales Tax 11.49 2014-15 and 2018-19 Additional Commissioner
Sales Tax Sales Tax 47.40 2007-08 Commissioner
Sales Tax Sales Tax 0.08 2012 to 2015 Deputy Commissioner/ Tribunal
Sales Tax Sales Tax 322.00 2008-09 to 2010-11 2012-132013-14 2014-15 2015-16 and 2016-17 High Court
Sales Tax Sales Tax 0.12 2014-15 and 2015-16 Joint Commissioner
Sales Tax Sales Tax 1.40 2008-12 Tribunal
Income Tax Act 1961 Income tax 554.30 2005-06 2008-09 to 2013-14 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 1575.62 2007-08 to 2013-14 High Court
Income Tax Act 1961 Income tax 875.14 2002-03 2004-05 2005-06 2006-07 2007-08 2008-09 2011-12 Income Tax Appellate Tribunal
Income Tax Act 1961 Income tax 30.35 1999-00 2008-09 2009-10 Not applicable as application filed for rectification
Income Tax Act 1961 Witholding Tax demand 18774.81 2006-07 Income Tax Appellate Tribunal

* Net of amounts paid under protest/ adjusted against refunds.

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to bank orgovernment or dues to debenture holders. The Company did not have any outstanding dues tofinancial institutions.

(ix) In our opinion and according to the information and explanations given by themanagement the Company has utilized the monies raised by way of debt instruments in thenature of debentures and term loans for the purposes for which they were raised. Accordingto the information and explanations given to us the Company has not raised monies by wayof initial public offer or further public offer.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no material fraud onthe Company by the officers and employees of the Company has been noticed or reportedduring the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid/provided in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) of the Order are notapplicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withthem as referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Raj Agrawal
Place: Mumbai Partner
Date: May 07 2019 Membership Number: 82028

Annexure 2 referred to in para 2(f) under the heading "Report on Other Legal andRegulatory Requirements" to the independent Auditor's Report of even date on theStandalone Ind AS Financial Statements of Vedanta Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of VedantaLimited ("the Company") as of March 31 2019 in conjunction with our audit ofthe standalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedunder the Committee of Sponsoring Organizations of the Treadway Commission (2013framework) ("COSO 2013"). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls and both issuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting with reference to these standalone financial statements was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone financial statements and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting with reference tothese standalone financial statements assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgementincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls over financialreporting with reference to these standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITH REFERENCE TO THESEFINANCIAL STATEMENTS

A company's internal financial control over financial reporting with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these standalone financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITHREFERENCE TO THESE STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects adequate internal financialcontrols over financial reporting with reference to these standalone financial statementsand such internal financial controls over financial reporting with reference to thesestandalone financial statements were operating effectively as at March 31 2019 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in COSO 2013.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Raj Agrawal
Place: Mumbai Partner
Date: May 07 2019 Membership Number: 82028