1. KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS
COMPANY OVERVIEW
Vedanta Limited ("Vedanta" or "Company"), a subsidiary of
Vedanta Resources Limited, is a leading global natural resources conglomerate operating
across India, Namibia, South Africa, Liberia and UAE. It is headquartered in Mumbai,
India.
Vedanta has a diversified portfolio and produces commodities vital for global
decarbonisation and materials intensive energy transition. The Company produces aluminium,
copper, zinc, lead, silver, iron ore, steel, ferro chrome, oil & gas, nickel, cement
and commercial energy. It strives to create long-term value for all our stakeholders
through exploration, discovery, sustainable development and utilisation of diversified
natural resources. The
Company's steadfast focus remains on delivery and operational excellence while
increasing technology adoption and digitalisation to enhance profitability and deliver
metals of the future.
Vedanta's strategic priorities, while moving towards responsible growth, are good
governance and social licence to operate. The Company demonstrates world-class standards
of governance, safety, sustainability, and social responsibility. It's our fundamental
values of "Trust, Entrepreneurship, Innovation, Excellence, Integrity, Care and
Respect" that guide and help us accomplish our purpose. These serve as the
foundation for everything we do and accomplish.
Furthermore, India is Vedanta's largest market, which is one of the most stable and
fastest growing economies in the world. India's continued strength augurs well for its
business performance.
Business highlights Zinc India
Record ore production of 16.74 million tonnes
Highest ever annual mined metal production of 1,062 kt, up 4% YoY
Highest ever annual refined zinc-lead production of 1,032 kt, up 7% YoY
Zinc International
Record mined metal production at Gamsberg of 208 kt, up 22% YoY. On track to
surpass design capacity in FY 2024
Significant increase in BMM production YoY by 25% to 65
Oil & Gas
Average gross operated production of 143 kboepd, down
11% YoY, owing to natural field decline. The decline has been partially offset by new
infill wells brought online across all assets and exploration success in
Ravva asset
Key growth projects update:
? Infill drilling was carried out to sustain volumes in
Mangala, Bhagyam, Aishwariya, Tight Oil (ABH), Tight Gas (RDG), Satellite Field (Raag
Oil, Tukaram) and Offshore (Ravva, Cambay) ? 74 wells drilled and 63 wells hooked
up during FY 2023 across all assets
ROCE: Return on Capital Employed : PAT: Profit after Tax : FCF: Free Cash Flow :
C&CE: Cash and cash equivalent
1. Excludes custom smelting at Copper Business
Historic high shareholders return; declared interim dividend of 101.5 per share
Highest ever contribution to exchequer ~ 73,486 crore in FY 2023
Continue to maintain strong double-digit return on capital employed ~21%
Net Debt/EBITDA of ~1.28x, maintained within capital allocation framework
Record Free cash flow (pre capex) ofRs28,068 crore, up 3% YoY
The standalone and consolidated financial statements of the Company for the financial
year ended 31 March 2023, prepared as per Indian Accounting Standards ("Ind
AS") and in accordance with the provisions of the Companies Act, 2013 (the "Act")
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") forms part of this Annual Report.
? OALP and DSF - Commenced production from Jaya and Hazarigaon fields. Drilling
preparations are ongoing in West-Coast Offshore to drill a moderate risk-high reward
prospect (risked resource potential of 42 mmboe) within the Kutch-Saurashtra basin
Aluminium
Highest ever aluminium production at Rs 2,291 kt. Continue to be the largest
primary Aluminium producer in the country
Alumina production from Lanjigarh refinery at Rs 1,793 kt, down 9% YoY
Power
Record overall power sales at 14,835 million units, higher by 25% YoY driven by
improved performance of Talwandi Sabo Power Limited ("TSPL") and
Jharsuguda
TSPL achieved highest ever PLF of 67% with lowest ever auxiliary power
consumption of 6.86%
TSPL plant availability was 82% in FY 2023
Iron Ore
Production of saleable ore at Karnataka at Rs 5.3 million tonnes
Pig Iron production at 696 kt
Iron ore sales at Goa at 0.7 million tonnes
Steel
Highest ever hot metal production of 1.37 million tonnes, up 1% YoY
Highest ever saleable production of 1.28 million tonnes post-acquisition, up 2%
YoY
Highest ever DIP production of 196 kt, up 20% YoY
FACOR
Record chrome ore production recorded at 290 kt, up 16% YoY
Ferro chrome production of 67 kt, down 11% YoY and sales of 67 kt, down 12% YoY
Copper India
Due legal process being followed to achieve a sustainable restart of operations
Cathode production from Silvassa was 148 kt, up by 18% YoY driven by continuous
debottlenecking of plant capacity and improved operational efficiencies
Enhanced product portfolio to include Research Designs and Standards
Organisation approved 19.6 MM and 23.5 MM Rod The details of the business, results of
operations and the significant developments have been further elucidated in Management
Discussion and Analysis section of the Annual Report.
PDA: Power Delivery Agreement
Ranked 6th among DJSI's top 10 global diversified Metal and Mining
peers
Cairn, IOB, VZI- BMM achieved water positivity
Workplace gender diversity increased to 14% from 11% in FY 2022
Biomass usage improved to 78,000 tonnes, 4x higher than FY 2022
1 million trees planted as part of the commitment to plant 7 million trees by
2030
4,500+ Nand Ghars created for women and child welfare
Spent 454 crore on CSR initiatives, positively impacting 44 million lives
The details of the business, results of operations and the significant developments
have been further elucidated in ESG section of the Annual Report.
KEY EVENTS DURING THE YEAR
Delisting of American Depositary Shares from New York Stock Exchange and Termination of
American Depositary Share Program, and Deregistration from U.S. Securities & Exchange
Commission
The Company had announced its intention to delist American Depositary Shares ("ADS")
from the New York Stock Exchange ("NYSE") and to terminate its American
Depositary Share Program on 23 September 2021.
The ADS of the Company have been delisted from NYSE effective close of trading on NYSE
on 29 October 2021.
This follows the filing done by the Company of Form
25 with Securities and Exchange Commission ("SEC") on 29 October 2021.
As a consequence of the delisting becoming effective, termination of the Deposit Agreement
under which the ADS were issued (the "Deposit Agreement") has also
become effective close of trading on NYSE on 08 November 2021. The said action has no
impact on the current listing status or trading of the Company's equity shares on BSE
Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
In furtherance to above, the Company had filed Form 15F on
01 December 2022 with the SEC to deregister the ADS and the underlying equity shares
pursuant to the U.S. Securities Exchange Act of 1934, as amended ("Exchange
Act"). As a result, the Company's reporting obligations under the Exchange Act
were ceased and the Company has been deregistered with SEC under the Exchange Act
effective from 01 March 2023.
The complete details can be accessed at www.vedantalimited.com.
Scheme of Arrangement between Vedanta Limited and its Shareholders under Section 230
and other applicable provisions of the Companies Act, 2013
The Board of Directors of the Company, basis the recommendation of the Audit & Risk
Management
Committee and Committee of Independent Directors of the Company, at its meeting held on
29 October 2021, approved the Scheme of Arrangement between the Company and its
shareholders under Section 230 and other applicable provisions of the Act ("Scheme").
The Scheme provides for capital reorganisation of the Company, inter alia, providing for
transfer of amounts standing to the credit of the General
Reserves (as defined in the Scheme) to the Retained Earnings (as defined in the Scheme)
of the Company with effect from the Appointed Date.
The National Company Law Tribunal, Mumbai Bench ("NCLT") vide its
order dated 26 August 2022 ("NCLT Order"), inter alia, directed the
Company to:
1. Convene meeting of its equity shareholders to seek their approval to the Scheme; and
2. File consent affidavits of all the secured creditors and unsecured creditors of at
least value of 90% of unsecured creditors, at the time of filing the Company
Scheme Petition.
In this regard, a meeting of the equity shareholders of the Company was held on 11
October 2022 and the proposed Scheme was approved by the equity shareholders with
requisite majority.
The Company is in the process of complying with the further requirements specified in
the NCLT Order.
Pursuant to the Scheme, the Company will possess greater flexibility to undertake
capital related decisions and reflect a much efficient balance sheet of the Company. The
Scheme is in the interest of all stakeholders including public shareholders.
The complete details can be accessed at www.vedantalimited.com.
Scheme of Amalgamation of Facor Power Limited into Ferro Alloys Corporation Limited and
their respective Shareholders and Creditors under Section 230 to 232 of the Companies Act,
2013
The National Company Law Tribunal vide order dated 15 November 2022 has sanctioned the
Scheme of Amalgamation of Facor Power Limited ("Transferor Company"),
subsidiary of Ferro Alloys Corporation Limited into Ferro Alloys Corporation Limited ("Transferee
Company"), a subsidiary of Vedanta Limited and their respective shareholders and
creditors under Section 230 to
232 of the Act. The Transferor Company was dissolved without winding-up and merger
effected from 22 November
2022 upon filing of certified copy of NCLT Order dated 15 November 2022 in INC-28.
Tie-up for long-term renewable power supply for the Vedanta Group
The Company has entered into certain long-term power security agreements to source
Renewable Energy ("RE") for its operations across India, which will be
created through dedicated Special Purpose Vehicle ("SPV") for each
entity. The Power Delivery Agreements ("PDA") have been executed with
SPVs i.e., affiliates of Serentica Renewables
India Private Limited ("SRIPL") to supply 1,626 Megawatts ("MW")
of renewable power by 2025 which will not only strengthen our commitment towards a clean
future but also
help reduce emissions to the tune of ~6.6 million tCO 2e.
The project is being conceived to be built under Group Captive model under an SPV,
wherein the Company will own 26% of equity.
SRIPL shall help in setting-up RE Developer (the "Project"/"SPV")
on Build Own Operate ("BOO") basis for supply of the Contracted Capacity
of Renewable Power to Captive User/Consumer, under Group Captive arrangement on long-term
basis as per the terms of the transaction document. Aligned with Vedanta's ESG vision of "Transforming
for Good", the move marks the beginning in the series of actions by the Company
to deliver on its goal of becoming
"Net Zero Carbon by 2050 or sooner" and "using 2.5 GW of Round
the Clock ("RTC") Renewable Energy for its operations by 2030".
The complete details can be accessed at www.vedantalimited.com.
ACQUISITIONS
In FY 2023, Vedanta Limited acquired Athena Chhattisgarh Power Limited ("ACPL"),
under the liquidation proceedings of the Insolvency and Bankruptcy Code, 2016 ("IBC").
ACPL is building a 1,200 MW (600 MW x 2) coal-based power plant located at Champa
district, Chhattisgarh. The first
600 MW unit is ~80% completed and estimated to be fully complete by FY 2025. The plant
is expected to fulfill the captive power requirements for the company's aluminium
business.
Additionally, Vedanta Limited has been declared as successful bidder in FY 2023 for
Meenakshi Energy Limited ("MEL") under Corporate Insolvency Resolution
Process ("CIRP") under IBC. MEL is a 1,000 MW coal-based power plant
located at Nellore, Andhra Pradesh comprising of two phases of 300 MW and 700 MW. The 300
MW is completed and has been operational in past. The plant utilises a mix of imported and
domestic coal and is envisaged to function as IPP. The acquisition is currently pending
NCLT approval. In furtherance to the same, Vedanta Limited has also been declared as
preferred bidder for various mining and composite licenses namely Bicholim Iron Ore block
in Goa, Sijimali Bauxite and Ghogharpalli Coal blocks in Odisha, Ghanpur Mudholi Copper
and Sasoli Iron blocks in Maharashtra and Kewaldabri (Ni and Cr) block in Chhattisgarh.
PROJECTS AND EXPANSION PLAN
Projects are key driving factor of our Group as our aspirations for growth are very
different from any of the peers globally.
HZL: As we march on the journey of 1.25 MTA MIC expansion, several projects have
been undertaken throughout the year. RD mill revamping project for capacity enhancement to
1.3 MTPA will improve plant reliability by replacing obsolete Grinding, Floatation and
Filtration and improve recovery of Zinc, Lead, Silver. The project is under full swing and
is scheduled to be commissioned in Q1FY2024. In line with our vision of increasing metal
volumes to 1.2 MTPA, new 160 KTPA Roaster will be installed in Debari for which EPC
partner finalisation is under progress and final commissioning is targeted by
Q4FY2024. A new project of Hindustan Zinc Alloys is under final leg of completion with
site execution completed and mechanical completion of line-1 is scheduled for completion
by early Q1FY2024. Another project of 1.6 LTPA Fumer plant will help in additional metal
to the tune of 40 TPA. The plan is to complete commissioning of plant through OEM support
in Q1FY2024. HZL is also setting up new Fertiliser Plant in Chanderiya for which partner
has been locked in and order placement to be completed in
Q1FY2024 and final completion in 24 months. For further phase of expansion of Mines and
Smelters, studies are under progress and results are expected in FY 2024. Aluminium:
We are currently India's largest primary Aluminium producers and aim to be among the top 5
global producers with expansion to 3 MTPA capacity along with 100% backward and forward
integration. We have recently concluded ramp-up at Jharsuguda to 1.8 MTPA, a significant
step towards our goal. Expansion activities are in full swing at Bharat Aluminium Co.
Limited ("BALCO") and
1 MTPA project is estimated to be completed by first half of
FY 2025. We are committed to our journey of 100% Value Added Product ("VAP")
Production and the current project pipeline is on track for completion in FY 2024. This
would help us cater to growing demand from sunrise sectors such as EVs, Renewables,
Defence, and Aerospace. This facility is expected to cater to more than 100 downstream
SMEs.
Lanjigarh refinery expansion from 2 MTPA to 5 MTPA remains our key focus area with
first alumina expected in
FY 2024. LOI has also been issued for the Sijimali bauxite block, with an estimated
reserve of 311 million tonnes of bauxite. On the Coal front, operationalisation of
Jamkhani coal mine was a significant milestone in the current year.
We also expect commencement of Kuraloi A North and Radhikapur West mines in the next
12-18 months. We were also declared the preferred bidder for Ghogharpalli coal block and
Coal Mine Development & Production Agreement ("CMDPA") has been
executed for Barra block. Collectively, this would comfortably help us gain 100% coal
security and delink our operations from market volatility.
VZI: In line with our vision of increasing MIC from 300 KTPA to 600 KTPA, Zinc ("Zn")
Concentrator Plant with capacity of 200 KTPA is on track, EPC partner has been locked and
major long lead items ordering completed, project commissioning expected in Q1FY2025. For
210 KTPA
Gamsberg Smelter project, partner finalisation is under progress and project will be
commissioned in Q4FY2025. The continuous focus is on increasing Gamsberg phase-2 will
further enhance the mining capability and processing capacity to double the current
volumes. Gamsberg mining potential from 45 MTPA to 100 MTPA through engaging various
mining partners. Cairn: we remain committed to our journey of producing 50% of
India's Oil & Gas production. In-line with our vision, we brought 55 wells online in
FY 2023 across various assets. In Ravva, total 5 wells were put on production which led to
increase in production from 10 kboepd to 13 kboepd. Cambay campaign 3 wells were put
online leading to increased volumes from 11kboepd to 13 kboepd. RDG Campaign total
14 wells were put on production thereby increasing volume from 25 Kboepd to 29 Kboepd.
We continue to undertake further Infill Drilling campaigns across fields to maximise
recovery and exploration campaigns to discover resources for further growth. We also
expanded our geographical footprint and commenced production from Assam and Onshore
Gujarat, thereby helping us diversify our asset base.
ESL: 3 MTPA project - The steel expansion project with an investment
ofRs2,696 crore comes with additional Blast Furnace of 1,264 m3 supported by a
0.5 MTPA Coke Ovens, 2.4 MTPA Pellet Plant, 800 TPD Oxygen Plant and other auxiliaries and
infrastructure upgradation including Railway siding to Plant head. This project also comes
with a new 0.18 MTPA Ductile Iron Pipe Plant which will help us to maximise VAP. The
project along with debottlenecking of BF#3, Sinter Plants and new LRF will take us to the
capacity of 3 MTPA with the lowest quartile cost and premium product portfolio. Expected
HCO #1 commissioning by Q1FY2024, RMHS by Q3FY2024, BF #1 completion by Q4FY2024. FACOR:
This year, in March 2023, we have successfully commissioned the project of 33 MVA Furnace
which will take Fe-Cr production from 90 KTPA to 15 KTPA. Additionally, 0.5 MTPA COB Tomka
project for deploying additional Chrome ore Beneficiation plant outside the mining lease
located in TOMKA, TOR has been approved, PH will be conducted soon. Project is expected to
be completed by October 2023.
Nicomet: In FY 2023, we have successfully operationalised Nickle plant and were
able to stabilise the plant operations for producing premium quality of our product.
Additionally, we have successfully commissioned Nickle metal plant for producing Ni metal
in Q4FY2023. First dispatch of NiSo4 and Ni metal executed in March 2023. Going forward,
focus is on developing customer base in domestic and export market.
DIVIDEND DISTRIBUTION POLICY AND DIVIDEND
In terms of the provisions of Regulation 43A of the Listing Regulations, the Company
has adopted Dividend Distribution Policy to determine the distribution of dividends in
accordance with the applicable provisions. The policy can be accessed on the website of
the Company at www.vedantalimited.com.
With consistent dividend as a healthy sign of our sustained growth, our firm belief in
percolating the benefits of our business progress for widespread socioeconomic welfare
facilitates the equitable sharing of our economic value generated. Attaining steady
operational performance and a harmonised market environment in continuation of the
historical trends helped us to reaffirm the realisation of competent numbers for FY 2023.
Return to Shareholders ( per share)
101.50
45.00 18.85 3.90 9.50
FY 2019 FY 2020 FY 2021 FY 2022 FY 2023
~30% dividend yield with record dividend declaration of 101.50/ share in FY
2023.
The Company has declared the following dividends during the year in compliance with the
Dividend Distribution Policy:
Particulars |
|
Interim Dividend FY 2023 |
|
|
|
1st |
2nd |
3rd |
4th |
5th |
Date of Declaration |
28 April 2022 |
19 July 2022 |
22 November 2022 |
27 January 2023 |
28 March 2023 |
Record Date |
09 May 2022 |
27 July 2022 |
30 November 2022 |
04 February 2023 |
07 April 2023 |
Date of Payment |
|
Within 30 days from the date of declaration |
|
|
Rate of Dividend per share |
31.50 |
19.50 |
17.50 |
12.50 |
20.50 |
(Face Value of 1 per share) |
|
|
|
|
|
% |
3,150 |
1,950 |
1,750 |
1,250 |
2,050 |
Total Payout (Rs in Crore) |
11,710.14 |
7,249.13 |
6,505.63 |
4,646.88 |
7,620.89 |
Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders
with effective from 01 April 2020 and tax has been deducted at source on the Dividend at
prevailing tax rates inclusive of applicable surcharge and cess based on information
received by the Registrar and Transfer Agent ("RTA") and the Company from
the Depositories.
The Board of Directors did not recommend any final dividend for the financial year
ended 31 March 2023.
CREDIT RATING
Your Company is rated by CRISIL and India Rating and Research Private Limited on its
various debt instruments. A detailed status of the Credit Ratings on various facilities
including Bank Loans, Working Capital Lines, Non-Convertible Debentures and Commercial
Papers forms part of the Report on Corporate Governance Report of this Annual Report.
ECONOMIC RESPONSIBILITY
Vedanta guided by its vision and mission adopts a comprehensive value creation process
that leverages on all available resources and relationships while addressing material
issues and strategic focus areas. At the core remains ESG, where our purpose Transforming
for Good', supplemented by the more comprehensive Transforming Together'
theme is deeply embedded into this value creation process. The inherent community value
empowers our decision-making to drive business success, while contributing to the nation's
growth. Our continuous endeavour is to build a sustainable world with a shared value
creation for all stakeholders.
Our value creation drive is focussed on optimising capital allocation and maintaining a
strong balance sheet while generating strong free cash flows. We invest in best-in-class
equipment and machinery to ensure operational efficiency and safety, at both our current
operations and expansion projects. We promote diversity, equality and inclusivity, while
also investing in people development, safety and well-being. We empower them to think
independently, creatively and innovatively. We strive to operate responsibly through
sustainable use of resources and investing in various environmental goals.
Lastly, we are committed to nurturing lasting and enduring relationships with our
stakeholders, built on trust and concern for their individual and collective well-being
through meaningful engagements.
Vedanta's large, diversified asset portfolio, with an attractive cost position in many
of its core businesses, enables us to deliver strong margins and free cash flows through
the commodity cycle. Vedanta continued its strong growth momentum and witnessed steady
volume performance across all businesses, with aluminium and zinc delivering record
performance, despite the challenging environment, in terms of geo-politics, rising energy
prices and uncertainty in commodities market.
At Vedanta, FY 2023 was a year of remarkable progress on the ESG front led by our
Transforming for Good' purpose. We positively touched more than 44 million lives
through our CSR progammes, improved diversity, inclusion and governance practices and took
major strides in the areas of carbon neutrality, water positivity and a greener business
model.
In line with the past trends, we are proud to declare that we have contributed 73,486
crores to the public exchequer of the various countries where we operate in FY 2023. The
total contribution to exchequer is the result of value addition by various business
segments across their respective value chain and multiple hierarchies of business cycle.
Your Company publishes Tax Transparency Report which provides an overview of the tax
strategy, governance and tax contributions made by the Company. Such report is a testimony
to the conglomerate's endeavor towards absolute transparency in disclosure of profits made
and taxes paid.
The report is available on the website at www.vedantalimited.com.
2. SUSTAINABILITY AND SOCIAL RESPONSIBILITY
ENVIRONMENTAL, SOCIAL AND GOVERNANCE APPROACH
Transforming for Good
Introduction:
The current fiscal year is significant as we focus on putting in place an
Environmental, Social, and Governance ("ESG") framework to drive our ESG
agenda for the long term. Our efforts are guided by senior management and supported by the
creation of 14 Communities of Practice ("CoP") to drive and achieve
results in specific directions. Our 3 Pillars and 9 aims set the path for us to become a
leader in the ESG space. We have started building momentum towards achieving our
commitments to our stakeholders, and our work plan for attaining our ESG goals is being
put in place.
ESG Targets:
We are building our focus to achieve our stated 2030 ESG targets, which will improve
our business sustainability and make us agile, future-ready, and an employer of choice.
Our 14 CoPs are working towards achieving these goals, and we have made considerable
efforts to align our future business trajectory with our ESG goals. Given the long-term
nature of our targets, the roadmaps are constantly evolving, and our consistent and
focussed approach towards these goals will help us to get near our targets.
Green Shoots/Major Achievements:
Considerable efforts are being made in every ESG aim that we are working on, and some
significant achievements in FY 2023 give confidence to the Company that we are on right
track. These include:
1. Transforming Communities:
Our flagship Nand Ghar programme has reached 4,533 Nand Ghars, impacting 2.9
million women and children through our initiative.
Our Corporate Social Responsibility programmes that focus on improving the skill
sets of communities are helping around 4,00,000 families improve their earning potential
and achieve financial independence.
2. Transforming Planet:
PDAs are in place for 838 MW of Renewable Energy Round The Clock power for our
operations, with the potential to abate
~7 MMtCO 2e per year.
Four of our operations (Hindustan Zinc Limited, Cairn India, Iron Ore Business,
and Black Mountain Mine) are now water positive.
3. Transforming Workplace:
Our total women employee base has improved to 14% from our FY 2021 baseline of
11% which shows significant progress in making our workforce more diverse.
Our women representation in decision-making roles is expected to improve from 12
to 16% in FY 2023, which means more leadership roles for women employees to lead
businesses.
ESG Ratings:
Our jumpstart in ESG performance has been endorsed and acknowledged by ESG rating
providers. We have improved our ESG rating in renowned ESG rating providers like Dow Jones
Sustainability Index ("DJSI"), Sustainalytics, MSCI, CDP (Water) while
retaining our CDP rating in climate performance. This is the result of putting
organisation-wide efforts on changing the on-ground situation for the better, which is
getting reflected in ESG ratings.
Challenges:
Safety Performance
While there are green shoots visible in almost all the ESG Key Performance Indicators,
our safety performance remains a cause of concern. Unfortunately, we had 13 fatalities in
FY 2023, which belied our efforts to improve our safety scores. To overcome this issue, we
are implementing a Critical Risk Management ("CRM") framework at all our
locations, which ensures working on top reasons/root causes for fatality elimination. CRM
is a proven way to improve fatality reduction and has been implemented by global metals
and mining majors. We are trying to fast-track the progress of this project as much as
possible.
Growth Projects
Our growth projects planned from FY 2024 to FY 2030 period, while improving our
portfolio of energy transition metals, will add more pressure on our environmental
performance (emissions, water, waste, etc.). This growth project pipeline can affect our
2030 targets for environment, but we are devising the strategy for ensuring that our
growth trajectory is as green as possible.
To achieve our ESG aims, we have created a strong pipeline of more than 1,100 projects
in all 3 major areas of transformation, which will take us in the required direction. With
the help of technology and focussed approach, we are on right track to achieve leadership
position in ESG space.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Since FY 2022, our Business Responsibility and Sustainability Report ("BRSR")
disclosures have been aligned with the regulations issued by the Securities and Exchange
Board of India ("SEBI"), which mandate compulsory disclosures for top
1,000 companies by market capitalisation in India. As per SEBI directives on Integrated
Reporting ("IR"), the Company follows the <IR> framework of the
International Integrated Reporting Council to report on all the six capitals that are used
to create long-term stakeholder value and also continues to provide the requisite mapping
of principles between the Integrated Report, the GRI and the Business Responsibility
Report ("BRR") which has now been advanced to the BRSR as per new SEBI
requirements. Hence, a BRSR containing basic information about the Company's
sustainability practices is being published as a part of the Integrated Report this year.
These disclosures will help Government to focus on major areas of policy actions and for
improved compliance of ESG issues at large to align with Government's own goals for
business sustainability.
As part of our commitment to upholding ESG priorities, the Board of Directors at
Vedanta have taken steps to strengthen our focus on ESG matters. The Board-level ESG
Committee meets every six months to oversee and guide the business on its ESG strategy.
The Committee is headed by an Independent Director. Additionally, the Board is supported
by ESG advisors with extensive expertise in areas such as communities and social
performance, requiring collective efforts on various fronts. Details of the composition of
the Committee, its terms and reference and information on ESG advisors, and the meetings
held during FY 2023 are elucidated in the Corporate Governance Report.
A separate detailed report on company's Sustainability
Development also forms part of the Annual Reporting suite. Your Company publishes an
annual Sustainability Report prepared in accordance with the Global Reporting Initiative ("GRI")
Standards; mapped to the United Nations Global Compact ("UNGC"); and
aligned to Sustainable Development Goals ("SDGs"). It reports our
approach and disclosure towards triple bottom line principles - People, Planet and Profit.
Detailed information about the Company's sustainability performance can be found in our
annual Sustainability Report which can be accessed at www.vedantalimited.com.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption stipulated under
Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure A'.
The details of the Foreign Exchange Earnings and Outgo are as follows:
( Rs in Crore)
Particulars |
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Expenditure in foreign |
5,172 |
2,574 |
7,266 |
9,324 |
currency |
|
|
|
|
Earnings in foreign |
31,035 |
33,744 |
49,439 |
47,991 |
currency |
|
|
|
|
CIF Value of Imports |
26,437 |
22,918 |
34,137 |
29,520 |
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
Vedanta has committed itself towards reaching out and giving back to its communities.
Creating an ecosystem of development through planned interventions, Vedanta is ensuring
that its vision for the development of the nation reaches the farthest geographies.
With a consistent focus on bringing a transformational change in its communities,
Vedanta is implementing sustainable and inclusive growth and has reached out to
4,39,14,230 total beneficiaries across 1,268 villages in FY 2023.
Spearheading Women and Child Development through its flagship project Nand
Ghar', a total of 4,533 centres across 14 states in India have been
developed that cater to more than 3 lakh children and women of rural India. Nand Ghars are
transforming the landscape of rural India with best-in-class infrastructure and
facilities. Project Nand Ghar is emerging as synonymous to nutrition. This year, with
Vedanta Delhi Half Marathon and Vedanta Pink City Half Marathon, more than 50,000 people
ran for the cause "Zero Hunger". These marathons reached out to international
and domestic runners and with the zeal and enthusiasm of the participants, Vedanta was
able to commit 2 million meals for a healthy and nourished India. Catering to the needs of
building a resilient future generation, Nand Ghar also launched a multi-millet nutria bar
for children's holistic nutrition as part of its preparations for its objective for a
healthy India.
Vedanta has always found its purpose in giving back multifold to its communities and
ensuring no being is left behind. Broadening its reach into the realm of welfare,
Vedanta has launched a first of its kind,Animal Welfare Project, The Animal
Care Organisation ("TACO"). An initiative focussed on improving animal
health and welfare, TACO is currently operating in Haryana and Rajasthan. Its goal is to
offer top-notch amenities, veterinary care, training, and animal shelters to protect and
care for animals. Additionally, TACO has provided aid to Ranthambore National Park to help
preserve the diverse wildlife found within the sanctuary.
Furthermore, to accelerate social growth and development, with a well-defined roadmap
and a commitment to invest
5,000 crore, Anil Agarwal Foundation, the philanthropic arm of Vedanta aims to take
the mission of creating strong and resilient communities in India ahead.
In FY 2023, Vedanta has won several awards for its community development initiatives
like National CSR Award, Platts Global Metal Awards for Corporate Social Responsibility,
ICC Social Impact Award 2022, FICCI CSR Award 2022, 11th India CSR Award 2022,
India CSR Award etc.
An overview of CSR initiatives is provided in earlier section of this Annual Report and
report on CSR activities for FY 2023 as per Section 135 of the Act and rules made
thereunder forms part of this Directors' Report and is annexed hereto as Annexure
B'.
Further, the Company has in place a CSR Policy approved by the Board of Directors and
the same can be accessed at www.vedantalimited.com.
Excellence in Corporate Social Responsibility
An essential aspect of most of the programs is adopting a community engagement strategy
that begins from the grassroots level. This approach fosters community ownership and
long-term sustainability with efficiently implemented programs working for the betterment
of the communities. Understanding and prioritising the needs of the communities, several
interventions with focus on women and child development, healthcare, sustainable
livelihood, sports and culture and community development have been designed and
implemented across more than 1,000 villages.
Impact at a Glance
Nand Ghar 3,16,000 Women and Children Beneficiaries |
Sports and Culture 3,55,525 Beneficiaries 13 Initiatives |
Health 26,96,689 Beneficiaries 33 Initiatives |
Women Empowerment 44,503 Beneficiaries 7 Initiatives |
Drinking Water and Sanitation 6,25,528 Beneficiaries 17
Initiatives |
Children Wellbeing and Education 3,87,25,079 Beneficiaries 28
Initiatives |
Environment 4,19,670 Beneficiaries 3 Initiatives |
Livelihood 94,577 Beneficiaries 11 Initiatives |
Skill Development 5,400 Beneficiaries 10 Initiatives |
Disaster Relief 50 Beneficiaries |
Community Infrastructure/ Mobilisation 6,28,511 Beneficiaries
15 Initiatives |
Impact Assessment
KPMG carried out a scoring exercise for each Business Unit wherein their relative
performance per project was ascertained and presented basis the OECD-DAC Framework. It
comprises a set of criteria that aids in the systemic and objective assessment of ongoing
or completed development programs, their design, and implementation, using six evaluation
criteria
Relevance, Coherence, Effectiveness, Efficiency, Impact and Sustainability.
The exercise of carrying out the studies were intended to provide an understanding of
what were the best practices emerging from the study and what can be done next as part of
the way forward.
The following process was undertaken to conduct the study
Adopting different study approaches based on existing community
sentiment: |
Strengthening existing impact map with SDG indicators |
Recommendations for exiting/consolidating current programs |
Strategic inputs for further strengthening of CSR programs with a
focus on: |
|
|
|
Impact |
1. Research approach |
|
|
Perception |
|
|
Scoring each project |
|
2. CSR focussed |
|
Business Unit wise |
of stakeholders |
approach |
Mixed methods approach |
|
Emerging priority areas |
|
to data collection - |
|
|
|
surveys, interviews and FGDs, etc. |
Data analysis and benchmarking with national and state averages |
Business drivers |
The following questions are asked through the study
What impact have the CSR activities been able to create (intended and
unintended)? |
How do local communities and other stakeholders perceive Vedanta's CSR
activities vis-?-vis its business operations? |
How are the CSR programs helping strengthen the social licence to
operate for the respective Business Units? |
What are the current needs of the community and baseline values for the
indicators Vedanta wants to impact? |
How are different projects/BUs/thematic areas performing with respect to
each other and what course of corrective actions are needed? |
Thematic Area |
Indicators |
(%) |
|
Ensure all achieve literacy |
91 |
Education |
|
|
|
Improvement in passing percentage |
62 |
Sustainable |
Employed community members |
79 |
Livelihoods |
Association with Farmer Producer Organisations |
23 |
|
Placement rate of trained youth |
91 |
Skilling |
|
|
|
Trained population that could retain their job beyond 18 months |
39 |
Health, Water |
Accessing public health facilities |
85 |
and Sanitation |
Population stating improvement in quality of healthcare |
39 |
Community |
Access to clean drinking water |
55 |
Assets Creation |
Presence of drinking water source within the house or its periphery |
56 |
|
Women associated with Self Help Groups |
48 |
Women |
|
|
Empowerment |
Women that always make their own decisions on education, finances,
family |
52 |
|
planning etc. |
|
Primary Data
Perception of CSR Management
47 CSR Management Interviews were conducted across 8 Business Units of the
Company
95% respondents feel that Vedanta's focus on business drivers through CSR over
the last three years has improved community relations
75% respondents feel that CSR generates value and success for
both the Company and society |
25% respondents feel that CSR is an integral part of strategy
that drives the business forward through the generation of trust |
Only 6% respondents feel that CSR is a compliance requirement and
is separate from the rest of the business |
Secondary Data
A digital listing and topic analysis was performed on ESG activities of Vedanta
Resources Limited ("VRL") and its subsidiaries across the World Wide Web
to analyze the brand mentions and other digital media Key Performance Indicators ("KPIs")
surrounding them.
This was done to understand the perception that netizens have around the brand's CSR
activities and to identify opportunities for Vedanta that can be carried out as part of
CSR.
Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3)
of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014
As per the revised CSR Rules issued by Ministry of Corporate Affairs ("MCA")
in January 2021, every company having an average CSR obligation of ten crore rupees or
more in the three immediately preceding financial years, shall undertake impact
assessment, through an independent agency, for their CSR projects having outlays of one
crore rupees or more, and which have been completed not less than one year before
undertaking the impact study.
In line with the above requirement, a brief outline of the projects for which Impact
Assessment was carried out and the executive summary of the Impact Assessment Reports is
annexed as 'Annexure B-1' to the Annual Report on CSR Activities for FY 2023
forming part of this Annual Report. The complete Impact Assessment Reports of the
applicable projects can be accessed at the Web-link provided in the said annexure.
3. HUMAN RESOURCES MANAGEMENT
PEOPLE AND CULTURE
Our Company has always aspired to build a culture that demonstrates world-class
standards in safety, environment and sustainability. People are our most valuable asset
and we are committed to provide all our employees, a safe and healthy work environment.
Our culture exemplifies our core values and nurtures innovation, creativity and diversity.
We ensure alignment of business goals and individual goals to enable our employees to grow
on personal as well as professional front. It is through the passion and continued
dedication of our people that our Company continues to succeed and we have always
unequivocally and firmly believed in rewarding our people for their consistent efforts
through our best-in-class and globally benchmarked people practices and reward programs.
We have been recognised for our people practices by coveted External Award:
100+ External Recognitions received in last 7 years
Vedanta Group identified as Great Place to Work second time in a row along with
a special mention for being India's Best Employers Among Nation-Builders 2022
Kincentric Best Employer Award 2022 for Commitment to Diversity and Inclusion
Featured in Top 10 Happiest Workplaces 2022 by Business World along with
other prominent brands
Arogya World Healthiest Workplace Award - Recognised at Gold Level for
Vedanta Group for best practices in Health and Well-Being 2022
Recognised with Economic Times - Company with Great Managers year-on-year
Recognised for Significant Achievement to HR
Excellence' by CII
People Practices
Best Talents to change Fabric of the Organisation- Right Roles, best benefits,
career path and anchoring diverse talent: gender, skill and geography? 1,200+
Freshers out of which 150+ from premier campuses, 38% gender diversity, 12% minority and
30% Rank holders? Vedanta Leadership Development Program ("VLDP")
hiring from top IITs and IIMs, XLRI, NITIE
? Hiring at mid and entry level positions from top global campuses from US, UK,
Australia, Asia etc. ? Anchoring and mentorship by senior leaders, tracked
digitally via V-Excel Platform for the campus hires
? Family Business Hiring is a unique initiative where the objective is to
get professionals who bring entrepreneurial skillset into the system ? Global
Talent and Subject Matter Experts hired with niche skillset to give us the competitive
advantage. We have talents from around 30 different nationalities
Diversity Equity and Inclusion ("DEI") - Vedanta has already embarked
with the journey to build an inclusive and empowered workforce. To create organisational
capability for future, our BUs have differentiated themselves through continuous efforts
in creating positive transformation that is based on meritocracy without any scope of
discrimination on the ground of age, sex, colour, disability, marital status, nationality,
caste or religion. Ensuring an inclusive environment is a key part of our belief that
drives equality and innovation. All our DEI principles focus on:? Enabling and
empowering diversity? Promoting equality? Inclusive policies?
Inclusion of LGBTQ as a part of the workforce? Training and Sensitisation of
workforce - Gender intelligence workshop? Project Pancchi, Sapnon ki Udaan was
launched with Vedanta's focus on giving back to the community and Nation - Desh Ki
Zarooraton ke Liye. It is aimed at the upliftment of the society by providing opportunity
to groom 1,000 girls from the marginalised community and make them a part of our Vedanta
Family. This program will focus on upskilling the Pancchis' to enable them to work
in business shop floors and other functions. This will strengthen them from all aspects -
financially, emotionally and socially ensuring their safety and security
Leadership Development and Succession Planning - In line with our core philosophy
of "Leadership from within", we run some of the industry's most sought
after leadership development programs. We identify high quality talent with focus on young
talent to make Vedanta truly future-ready'
? Robust Second-in-line Leadership: The Emerging Leaders Program was a
group-wide talent identification initiative, to identify and place Hi-Po talent in Deputy
CXO Roles across businesses, SBUs and functions. 130 leaders were elevetated into key
critical roles while shadowing the CXO. Successors identified through a rigorous
structured process of assessments and feedback
? Executive Education and C-Suite Coaching: 100+ leaders identified for
Executive Education programs from Premier
B-Schools like IIM B, ISB and INSEAD to enhance leadership and managerial acumen. All
senior CXOs mapped with Internationally Acclaimed Executive Coaches
Enabling Women Leadership: V-Lead, our Flagship Women Leadership Development
Program to create a strong pipeline of women CXOs and include them in decision-making
bodies
? 120 high-potential women leaders covered ? 25 Vedanta CXOs anchoring
V-Lead Leaders
? 80% of our V-Lead Leaders elevated to Leadership Roles in last two years through
growth workshops, ACT-UP etc
.? 40% of our V-Lead Leaders recognised across Vedanta with the prestigious
Chairman Awards
Complete Talent Coverage: Employees across all functions, grades,
experience/seniority levels are included in our Talent Development Initiatives which
ensures fast-tracked career progression for all employees at the right time
? This year, Multiple ACT-UP programs were held focussed on critical functions
such as Projects and Mining. Unique initiatives such as Non-HR to HR, V-Excel, V-Reach
Tech, V-Lead were executed
covering a specific pool of employees which included new campus hires, Cross-Functional
leaders (Mining, Projects, Commercial and Marketing etc.) and Women Leaders. Gurukul,
a digitally-driven feedback-centric Learning and Development initiative which gives
internal leaders and external experts a platform to share their expertise, has grown and
now boasts of a 24*7 digital repository of all knowledge sessions along with top emerging
ideas
A detailed update on People and Culture detailing the Company's initiatives,
recruitment strategy, hiring projects and talent management and development is elucidated
in the Sustainability and ESG Section of the Annual Report.
EMPLOYEE STOCK OPTION SCHEME ("ESOS")
Employee stock options is a conditional share plan for rewarding performance on
pre-determined performance criteria and continued employment with the Company. It provides
a much better line-of-sight to all the employees and gives the control of outcome to
employees.
Our Company had launched a stocks-based incentive scheme viz., Vedanta Limited
Employee Stock Option Scheme 2016'. The Scheme was framed with a view to reward employees
for their contribution in successful operation of the Company with wealth creation
opportunities, encouraging high-growth performance and reinforcing employee pride.
The Scheme was launched after obtaining statutory approvals, including shareholders'
approval by way of postal ballot on 12 December 2016.
On 28 October 2022, the Nomination & Remuneration Committee ("NRC")
approved the grant of Employee Stock Options 2022 to Vedanta employees covering 43% of
eligible population. For the first time, all the campus hires were provided with stock
options, to enable young talent to grow and contribute towards overall business
performance.
In order to align the scheme with the best-in-class reward practices globally and
pertinent Indian peers, as well as to emphasise on our value system of CARE' for
employees and culture of Pay for Performance', the ESOS 2022 plan is driven by
Business and Individual performance.
The scheme is robust with an objective to place greater prominence on superior
individual performance thereby recognising high performing talent while keeping them
accountable for business delivery. It has been ensured that the scheme fulfils its motive
of wealth creation for employees to fulfill their financial goals and at the same time
gives them the sense of ownership.
Vesting of the awarded grants are completely based on performance, linked to individual
& business parameters. Since this is a long-term incentive, continued employment with
the company from the grant till vesting is a construed condition to be eligible for
vesting. Vedanta follows performance-based cliff vesting with vesting on 3rd
anniversary of grant. To give prime importance to sustainable business delivery, ESG and
Carbon footprint are part of additional parameters to measure business performance. To
ensure that we operate sustainably in line with our motto of zero harm, zero waste
and zero discharge', multiplier based on fatalities has also been included as a
performance parameter for vesting.
The Scheme is currently administered through Vedanta Limited ESOS Trust ("ESOS
Trust") which is authorised by the Shareholders to acquire the Company's shares
from secondary market from time to time, for implementation of the Scheme. No employee has
been issued stock options during the year, equal to or exceeding 1% of the issued capital
of the Company at the time of grant. During the year, the acquisition by the Trust does
not exceed 2% of the paid-up capital of the Company. Further, the total acquisition by
Trust at no time exceeded 5% of the paid-up equity capital of the Company. Pursuant to the
provisions of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 202
1( "Employee Benefits and Sweat Equity Regulations" )
, disclosure with respect to the ESOS Scheme of the Company as on 31 March 2023 is
available on the website of the Company at www.vedantalimited.com.
The Company confirms that the Scheme complies with the Employee Benefits and Sweat
Equity Regulations and there have been no material changes to the plan during the
financial year.
A certificate from M/s Vinod Kothari & Company, Practicing
Company Secretaries, Secretarial Auditors, with respect to the implementation of the
Company's ESOS Schemes, would be placed before the shareholders at the ensuing Annual
General Meeting ("AGM"). A copy of the same will also be available for
inspection through electronic mode.
MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES
The remuneration paid to Directors, Key Managerial Personnel ("KMP"),
and Senior Management Personnel ("SMP") during FY 2023 was in accordance
with the Nomination and Remuneration Policy of the Company. Disclosures under Section 197
of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Rules") relating to the remuneration and other
details as required are appended as 'Annexure C' to the Report.
In terms of provision of Section 136 of the Act and Rule 5(2), the Report and the
Financial Statements are being sent to the Members of the Company excluding the statement
of particulars of employees as prescribed under Rule 5(2) of the Rules. The said
information is available for inspection through electronic mode. Any member interested in
obtaining a copy of the said statement may write to the Company Secretary and the same
shall be furnished upon such request.
COMPENSATION GOVERNANCE PRACTICES AT VEDANTA
Our Compensation Philosophy: People are our greatest asset and we are committed to
providing all our employees, a safe and healthy work environment. Linkage of Reward
Priorities to Business Priorities Ensuring a Uniform Experience Across Group. Built on
the core objective of driving Pay for Performance' culture, the mix of
components of the Executive Compensation aims to drive the short as well as long-term
interests of the Company and its shareholders through strong emphasis on
operational/financial fundamentals, social licence to operate, business sustainability and
strategic objectives of resource and reserve creation along with wealth creation for
stakeholders.
Executive Committee Members
Maximum |
|
|
|
|
31 |
38 |
31 |
On-Target |
|
|
|
|
34 |
42 |
24 |
Minimum |
|
|
|
|
|
|
100 |
Fixed Pay |
Annual Bonus |
LTIP |
Ratio of Fixed Pay vs Variable Pay in Senior Executives' Remuneration
Linkage to ESG/Safety
? Scorecard-based performance management approach:
Greater emphasis is laid on setting of objective KPIs along with the continuous
performance dialogue
? Culture of safety and sustainability to achieve our ultimate vision of
"Zero Harm", "Zero Waste" and "Zero Discharge": The
safety and sustainability scorecards under the Vedanta Sustainability Assurance Program
form an integral component. Progressively, impact of carbon footprint has been added as a
performance parameter
? ESG Component in Annual Performance Bonus: Based on a balanced scorecard
of financial, operational, sustainability & ESG, people and strategic metrics,
appropriate weightage is allocated to efforts towards business and individual performance.
Business performance parameters include Volume, CoP, FCF, EBITDA, Reserves. Any fatality
in the group impacts the variable of the employees.
? Long Term Incentive Plan ("LTIP"): The vesting is attributed to
sustained business and individual performance against the pre-determined performance
criterion which also includes ESG and Carbon Footprint
? Employee Benefits Policy: Road-based transportation is responsible for
~12% of global GHG emissions. At Vedanta, we have committed to do our bit to eliminate
these emissions. As an organisation, we want to ensure that 100% of our light motor
vehicles are decarbonised by 2030. Towards the above goals, a radical change to our
Company Car Policy was announced involving Electric Vehicle ("EV") Kicker
to incentivise employees to opt for EV. Additionally, a new policy on EV Incentive for the
purchase of electric two-wheelers was launched to benefit all the employees across the
organisation
? Governance: The Executive Compensation Philosophy is well established and
benchmarked across relevant industry comparators which enables us to differentiate people
on the basis of performance, potential and criticality in order to provide a competitive
advantage in the industry. All parameters are reviewed each year by the NRC. Timely risk
assessment of compensation practices is done in addition to review of all components of
compensation for consistency with stated compensation philosophy
? Voice of the Employee: Involvement of bright minds from diverse functions
and best in market external partners as well as timely communication to ensure
transparency to all employees
Vedanta has been built on a strong foundation of governance where the Board, Key
Executives and
Compliance Officer have been vigilant and committed to ensure structural integrity,
soundness and highest standards of compensation practices. Over the last few years, we
have matured many of our reward practices as an attempt to continue to raise the bar
? The composition of NRC is in compliance with the Listing Regulations and majority
of the members are Independent Directors. The Chairman of the Committee is an Independent
Director
? The members of NRC together bring out the rich expertise, diverse perspectives
and independence in decision-making on all matters of remuneration for Directors, KMP and
SMP. The Independent Directors are actively engaged throughout the year as members of NRC
in various people matters even beyond remuneration
? A Board charter appoints and sets primary responsibilities of NRC which includes
selecting, compensating, monitoring and, when necessary, replacing key executives and
overseeing succession planning
? Best-in-class independent consultants are engaged to advise and support the
Committee on matters of Board evaluation and leading reward practices in the industry
? Timely risk assessment of compensation practices is carried in addition to review
of all the components of compensation for consistency with stated compensation philosophy:
? Financial analysis and simulation of the long-term cost of reward plans and their
Return on Investments ("ROI") ? Provision of claw back clause as
part of the ground rules of our long-term incentive scheme for all our leaders
? Upper limits and caps defined on incentive pay-outs in the event of
over-achievement of targets to avoid windfall gains? We do not encourage provision
of excessive perks or special clauses as a part of employee contract such as:
? No provision of Severance Pay in Employment contracts of Whole-Time Directors ("WTD"),
KMP and SMP
? No Tax Gross up done for executives except for expatriates as a part of tax
equalisation ? No provision of unearned incentives/unvested Stock or Cash Options
Any benefit provided to Key Executives (including but not limited to CEO/CFO/CHRO) are
available to all the employees of the Company as per the defined Company policy.
We continue to corroborate the Internal Pay Equity
Principles, sustained attention to equity grant practices and maintain checks and
balances to confirm that the practices are legally and ethically compliant with
international, national and state/regional laws.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE ("POSH")
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and
redressal of complaints of sexual harassment at workplace. As part of Vedanta Group, your
Company is an equal opportunity employer and believes in providing opportunity and key
positions to women professionals. The Group has endeavoured to encourage women
professionals by creating proper policies to tackle issues relating to safe and proper
working conditions and create and maintain a healthy and conducive work environment that
is free from discrimination. This includes discrimination on any basis, including gender,
as well as any form of sexual harassment. During the period under review, seventeen (17)
complaints were received and resolved. Your Company has constituted Internal Complaints
Committee ("ICC") for various business divisions and offices, as per the
requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
4. RISK MANAGEMENT
RISK MANAGEMENT
The businesses are exposed to a variety of risks, which are inherent to a global
natural resources organisation. The effective management of risk is critical to support
the delivery of the Group's strategic objectives. Risk management is embedded in the
organisation's processes and the risk framework helps the organisation meet its objectives
by aligning operating controls with the mission and vision of the Group set by the Board.
As part of our governance philosophy, the Board has a Risk Management Committee to ensure
a robust risk management system. The details of Committee and its terms of reference are
set out in the Corporate Governance Report which forms part of this Annual Report. With
effect from 06 June 2020, the Risk Management Committee has been consolidated with the
Audit Committee comprising of only Independent Directors ensuring robust risk management
systems in place with valued feedback of Independent Directors being on the Committee.
Our risk management framework is designed to be simple, consistent and clear for
managing and reporting risks from the Group's businesses to the Board. Our management
systems, organisational structures, processes, standards, and code of conduct together
form the system of internal controls that govern how we conduct business and manage
associated risks. We have a multi-layered risk management framework to effectively
mitigate the various risks, which our businesses are exposed to in the course of their
operations. The The Audit & Risk Management Committee of the Board aids the Board in
the risk management process by identification and assessment of any changes in risk
exposure, review of risk control measures and by approval of remedial actions, where
appropriate. The said Board-level Committee is in turn, supported by the Internal Group
Risk Executive Management Committee ("GRMC") which helps the said
Board-level Audit & Risk Management Committee in evaluating the design and operating
effectiveness of the risk mitigation program and the control systems.
Major risks identified by businesses and functions are systematically addressed through
mitigating actions. Risk officers have also been formally nominated at operating
businesses, as well as at the Group level, to develop the risk management culture within
the businesses. The Risk Management Policy of the Company revised in 2019 covers
cybersecurity as well.
Group Risk Management Framework
For a detailed risk analysis, you may like to refer to the risk section in the
Management Discussion and Analysis Report which forms part of this Annual Report.
CYBER SECURITY
The Group has a structured framework for cybersecurity. The Audit & Risk Management
Committee ensures the overall responsibility for oversight of cybersecurity frameworks.
Each of the Business Units has a Chief Information Officer ( "CIO") with
suitable experience in Information/Cybersecurity. Every year, cybersecurity review is
carried out by IT experts (belonging to IT practices of Big-
4 firms). Vulnerability Assessment and Penetration Testing
("VAPT") review is also carried out by cyber experts. This practice
has been in place for several years now and has helped in strengthening the cyber security
environment in the Group. At the same time, the external environment on cybersecurity is
continuously evolving. The respective CIOs are responsible for ensuring appropriate
controls are in place to address the emerging cyber risks.
INTERNAL FINANCIAL CONTROLS
Your Board has devised systems, policies, and procedures/ frameworks, which are
currently operational within the
Company for ensuring the orderly and efficient conduct of its business, which includes
adherence to policies, safeguarding its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. In line with the best practices, the Audit & Risk
Management Committee and the Board reviews these internal control systems to ensure they
remain effective and are achieving their intended purpose. Where weaknesses, if any, are
identified as a result of the reviews, new procedures are put in place to strengthen
controls. These controls are in turn reviewed at regular intervals. The systems/frameworks
include proper delegation of authority, operating philosophies, policies and procedures,
effective IT systems aligned to business requirements, an internal audit framework an
ethics framework, a risk management framework, and adequate segregation of duties to
ensure an acceptable level of risk. Documented controls are in place for business
processes and IT general controls. Key controls are tested by entities to assure that
these are operating effectively. Besides, the Company has also adopted an SAP GRC
(Governance, Risk and Compliance) framework to strengthen the internal control and
segregation of duties/access. The Company has documented Standard Operating Procedures ("SOP")
for procurement, project/expansion management capital expenditure, human resources, sales
and marketing, finance, treasury, compliance, Safety, Health, and Environment ("SHE"),
and manufacturing. The Group's internal audit activity is managed through the Management
Assurance Services ("MAS") function. It is an important element of the
overall process by which the Audit & Risk Management Committee and the Board obtains
the assurance on the effectiveness of the relevant internal controls.
The scope of work, authority and resources of MAS are regularly reviewed by the Audit
& Risk Management Committee. Besides, its work is supported by the services of leading
international accountancy firms.
The Company's system of internal audit includes covering monthly physical verification
of inventory, a monthly review of accounts and a quarterly review of critical business
processes. To enhance internal controls, the internal audit follows a stringent grading
mechanism, focusing on the implementation of recommendations of the internal auditors. The
internal auditors make periodic presentations on audit observations, including the status
of follow-up to the Audit & Risk Management Committee.
The Company's Internal Financial Control ("IFC") framework is
commensurate with the size, nature and complexity of the Company's operations and is based
on the criteria aligned to the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") framework and requirement of the Act. Through the IFC
framework in place, the Audit & Risk Management Committee and the Board gains
assurance from the management on the adequacy and effectiveness of Internal Controls over
Financial Reporting ("ICOFR").
In addition, as part of their role, the Board and its Committees routinely monitor the
Group's material business risks. Due to the limitations inherent in any risk management
system, the process for identifying, evaluating, and managing the material business risks
is designed to manage, rather than eliminate risk. Besides, it is created to provide
reasonable but not absolute assurance against material misstatement or loss.
Since the Company has strong internal control systems which are further strengthened by
periodic reviews as required under the Listing Regulations and ICOFR compliance by the
Statutory Auditors, the Chief Executive
Officer ( "CEO") and Chief Financial Officer ( "CFO")
recommend to the Board continued strong internal financial controls.
There have been no significant changes in the Company's internal financial controls
during the year that have materially affected or are reasonably likely to materially
affect its internal financial controls, other than as mentioned in the "Audit
Report and Auditors" section of this Report.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the circumvention or
overriding of the controls and procedures. Accordingly, even effective disclosure controls
and procedures can only provide reasonable assurance of achieving their objectives.
Moreover, in the design and evaluation of the Company's disclosure controls and
procedures, the management was required to apply its judgement in evaluating the
cost-benefit relationship of possible controls and procedures.
Further, the Audit & Risk Management Committee annually evaluates the internal
financial controls for ensuring that the Company has implemented robust systems/framework
of internal financial controls viz. the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to
company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
"Internal Financial Control are policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business, including
adherence to
Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
information."
VIGIL MECHANISM
The Company has in place a robust vigil mechanism for reporting genuine concerns
through the Company's Whistle-Blower Policy. As per the Policy adopted by various
businesses in the Group, all complaints are reported to the Director MAS, who is
independent of operating management and the businesses. In line with global practices,
dedicated email IDs, a centralised database, a 24x7 whistle-blower hotline and a web-based
portal have been created to facilitate receipt of complaints. All employees and
stakeholders can register their integrity related concerns either by calling the toll-free
number or by writing on the web-based portal which is managed by an independent third
party. The hotline provides multiple local language options. All cases reported as part of
whistle-blower mechanism are taken to their logical conclusion within a reasonable
timeframe. After the investigation, established cases are brought to the Group Ethics
Committee for decision-making. All Whistle-Blower cases are periodically presented and
reported to the Company's Audit & Risk Management Committee. The details of this
process are also provided in the Corporate Governance Report and the Whistle-Blower Policy
is available on the Company's website at www.vedantalimited.com.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as specified
under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate
section, forming part of this Annual Report.
5. INNOVATION, DIGITALISATION AND TECHNOLOGY
INNOVATION, DIGITALISATION AND TECHNOLOGY
At Vedanta, we have a tech-forward strategy which aims to create a One-Vedanta
experience while boosting operational effectiveness and productivity, fully embracing
digitalisation, and fostering a culture of digital inclusion among employees while
creating a start-up ecosystem.
Vedanta's digital-first approach has a keen focus on advanced technologies which has
resulted in improved processes, volume upliftment and easy access to information for
effective decision-making.
In FY 2023, through digital initiatives, we are looking to achieve tangible value in
the form of 1.5x growth in EBITDA impact and gains such as enhanced safety and security,
sustainability, better governance, and improved employee productivity. At the Group level,
Project Pratham was launched as a flagship program to facilitate the rapid digital
transformation across our businesses. Each of Vedanta's businesses has embarked on their
own transformational journey towards digitalisation and innovation. In our mining &
smelting complexes, we are at the forefront in implementing smart manufacturing by
leveraging technologies under the Industry 4.0 umbrella.
Initiatives that were implemented in current fiscal year include Integrated
Petro-Technical Cloud at Cairn Oil & Gas, Smoke Hours Drilling (Tele-remote and
Automation) at Hindustan Zinc Limited, Coal Blend Optimisation at Sesa
Goa, V-Aikyam' as our new digital Human Resource and Performance
Management System to enhance employee experience and V-Unified' to have a
complete standardised and uniform Health, Safety and Environment ("HSE")
observation reporting platform across the Group.
Building upon the success of the previous edition, we introduced the second edition of
Vedanta Spark, or Vedanta Spark 2.0' to collaborate with creative start-ups
and take use of their technological capabilities and agility. In this edition, Vedanta
carried out more than 30 unique start-up engagements catering to 70+ pilot projects to
solve business challenges across Vedanta's diversified business. Moreover,
Vedanta is establishing its Corporate Venture Capital to support these budding
start-ups, to mentor them, and to help them unlock their true potential and value.
To encourage innovation within the Company, the
V-Ideate' (Innovation and Technology theme) programme was launched. Employees
and partners submitted 100+ business ideas as part of this effort which aims to reward
grassroots inventions and bring about a digital cultural shift. Spotlight'
and Think Digital' initiatives sensitised the workforce towards disruptive
innovations and technology implementation happening within and outside the organisation.
We are extremely focussed in bringing about a culture change into empowering users to
take advantage of advances in technology and even in day-to-day activities, to supply
tomorrow's metals and energy in an effective and sustainable way. Vedanta will keep on
expanding on its accomplishments in the mining and metals as well as the oil
& gas sectors to realise the true potential of the digital age.
POLICY & ADVOCACY
Vedanta's initiatives are essentially premised on its Nation-First' philosophy.
Vedanta's advocacy aims to create an enabling regulatory framework to fulfil the resource
needs of the country, be it those of green energy, electric vehicles, or infrastructure.
This is executed through participation in stakeholder consultations on global value
chains, ease of doing business, financial reforms and other matters related to responsible
business practices. Because of our frequent collaborations with academia, think-tanks,
industry associations and media organisations, our initiatives are strongly backed by
research and holistic stakeholder feedback. India's growth story requires an abundance of
minerals, metals and fuel, which Vedanta aims to support.
RESEARCH AND DEVELOPMENT (R&D)
R&D is a critical component of Vedanta's growth strategy. It enables us to stay
competitive by developing innovative products and services that meet the changing needs of
customers. Vedanta invests a significant amount of resources into R&D to improve the
quality of its products and services, reduce costs, and increase efficiency. R&D helps
the Company to differentiate itself from competitors and maintain its market position.
? In Aluminium business, the R&D vertical has been working diligently to
deliver innovative solutions in several key areas, including new product development,
waste to wealth, beneficiation of Bauxite and process intensification.
In the waste to wealth segment, FY 2023 was a year of successful
transformation of collaborative projects from laboratory developed processes to the stage
of setting up a pilot plant.
Notable among these were recovery of high purity graphite >99% and cryolite
from the wastes like Spent Pot Liner and Shot Blast Dust. With high purity graphite,
Applications Development programme has been initiated for development of Anode of Lithium
Battery, Electrostatic Dissipative coating and Conductive ink. Pilot Plants from these
innovative processes will not only help to reduce environmental impact but also create new
revenue streams for our business. along with crystals
Synthesis of high purity AlF 3
of pure silica gel from dross slag waste is one of another significant achievement done
in the lab scale and is now planned for a Pilot Plant and subsequent commercialisation.
Such projects of extracting the valuables from waste will set perfect examples of Circular
Economy.
Aligning with the net zero carbon goal, innovative research initiatives
are being taken to reduce net carbon consumption. Specialised coating on Carbon Anodes
will have a potential to reduce Net Carbon Consumption by 10 kg per million tonnes of
Aluminium, this will translate to reduction in 0.06 million tonnes of carbon dioxide. It
is worth mentioning that we are carrying out a high-end Modelling and Simulation exercise
of Carbon anode to reduce the voltage drop to the extent of 2 mV in Pot Line by an
improved green manufacturing process.
In the category of New Product, two new alloys have been developed and
prototypes have been demonstrated. High strength 6XXX series alloy with 20% higher
strength has been developed by new alloy design including homogenisation cycle, extrusion
process and heat treatment cycle optimisation. This will lead to increase the wind load
bearing capacity of doors and windows assembly. Lead and Tin free highly machinable 6XXX
series alloy has been developed for automotive segments by new alloy designing and process
optimisation. Machining properties like higher cutting speed, depth of cut and feed rate
can be achieved with lower cutting force and superior surface finish for this alloy.
In the beneficiation of Bauxite , we have developed a process to improve
the Alumina to iron oxide ratio which will result into reduced generation of Red Mud by at
least 20%. Beneficiation of
Bauxite to reduce reactive Silica by almost 1% has shown promising results for plant
level commercialisation. Utilisation of Red Mud has been a major focus area where we have
already initiated and entered into a big collaboration with other industrial players and
CSIR laboratories and JNARDDC, Nagpur for a technology development for holistic
utilisation of red mud for extraction of metallic values and residue utilisation. We have
also developed recipe to utilise Red Mud for partial substitution of sand, Road Sub Layer
and Red Mud based Geo Polymer Concrete.
? Hindustan Zinc Limited has stayed focussed on business outcomes, and
research activities have been initiated in multiple areas of interest, including
additional process monitoring, digital data analysis and process simulation. We remain
focussed on aspects related to the changing characteristics of the ore, while looking into
improving our mineral processing and smelting processes for increased recovery and
efficiency. Collaboration with world-class universities and institutes, technology
providers, and start-ups is an essential part of our innovation process. Significant
commercial implementations of this year include process for increasing Ag metal recovery
during production of lead concentrates. Successful plant implementation has been achieved
for enhanced minor metal recovery from smelter residues. In the coming year, we are aiming
to develop process control strategies based on the new process parameter measurements and
data analysis.
? Specific R&D focussed projects include:
Implemented the process to improve silver recovery at Zawar by utilising silver
promoter reagent
Deployed non-hazardous flotation/depression reagent for graphite across sites
Alternative low-capex process for jarosite preparation for its use in cement
industry, customer test ongoing
Sodium-based salt production from Effluent stream and its use in hydro process
Increase the current efficiency of Zn electrowinning process and improve quality of HG
grade Zinc in the manually operated zinc cell house
Geo-metallurgical studies have provided advance insight of ore performance to
guide flotation recipe for plant problem-solving and to support mines expansion plans
Optimise the use of strontium-based reagent and explore the alternate reagent to
suppress Pb impurities in zinc cell house
? At Copper business, the unit is engaged into innovative Collaborative
Research programme of Council of Scientific and Industrial Research, Government of India
as Industrial Beneficiary wherein can be preferentially adsorbed and converted into
CO 2
Carbon nanostructures or even high vale methanol or Formic Acid.
R&D activities at Copper business involve debottlenecking, backward
integration and process improvements for quality, cost optimisation and recycling.
In the journey towards 'Green Copper', we are executing a renewable energy
supply contract for the entire Silvassa unit's electricity requirement, with an estimated
reduction of the carbon footprint by approximately 58%.
Artificial Intelligence and Machine Learning based smart fuel optimisation project
under the digitalisation initiative in our furnaces has been implemented and is estimated
to reduce 3,554 eq./year.
tCO 2
Under the sustainable packaging initiative, a 100% recyclable packaging solution
has been introduced for the copper rod. This packaging provides protection even under
adverse climate conditions and has led to customer delight.
With the view to recover minor metals and ensure additional revenue, some
crucial in-house R&D has been performed and a new process to recover Precious Metals
from anode Slime has been successfully developed. In addition to this, tellurium has also
been recovered. Along with it, Selenium recovery trials are in pipeline.
? In Iron & Steel sector, the focus is to produce green steel, green pig
iron and green iron ore production.
Currently R&D study is ongoing with the IIT, Bombay to develop technology
for green hydrogen production. IIT, Bombay has done studies on industrial iron ore samples
and witnessed positive outcomes. Further development is in progress and we have extended
our engagement by another six months.
At our Met coke division (VAB), with in-house design modifications, we have
reduced the coking cycle by 4 hours and gained 4% productivity by modifying refractory
design (introducing tongue and groove floor refractory brick) and MOC.
Further under digitalisation, we are using AI-ML based coal blend optimiser
model in our coke oven (VAB) which has resulted in cost saving and quality benefit of coke
and similar model is being applied in our blast furnace for burden Optimisation.
??In Cairn, focus is to enhance production, improved operational efficiencies and
reduced exposure to risk through R&D vertical.
For enhancing production, an extensive hydraulic fracturing campaign
(>40 wells) in Mangala field was carried out to improve productivity in wells which had
seen significant drop due to polymer deposition related near well damage. This is the
largest such campaign carried out in multi-Darcy reservoir (4-5 Darcy), perhaps for the
first time anywhere in the world.
We are also exploring the feasibility of taping the potential of Geothermal
energy in our Rajasthan gas fields in collaboration with the Indian Institute of
Technology ("IIT").
We have also collaborated with TERI research institute for examining the
feasibility of microbial injection in Bhagyam field, which can reduce the oil viscosity
and lead to incremental recoveries.
As part of our digitalisation journey, we have implemented the "Smart
Oilfield" technology as a part of our digitalisation efforts to transform our
ways of working.
For improving operational efficiencies, we have undertaken end-to-end digitalisation
from supply to consumption of polymer to enhance tracking, improve quality, optimise
usage, and reduce the overall cost.
We are also utilising machine learning based reservoir-stimulation models to
automate routine surveillance tasks and build analytical models to make data-driven
decisions for production enhancement.
Cairn has also rolled out the Metaverse platform for improved employee
engagement while ramping up AR/VR-based HSE training for plant employees.
6. INVESTOR RELATIONS
Vedanta has an active Investor Relations function ("IR function") that
continuously engages with domestic and international shareholders and proactively solicits
input from all stakeholders. The function strives to continuously incorporate and
outperform international benchmarks for IR practices. The IR function endeavours to
communicate the Company's unique investment case and value creation potential, to capital
market participants, to enable fair valuation of the Company's stock.
Shareholder Engagement
The IR Function engages with shareholders at various platforms to communicate business
outlook, risks and opportunities, new macro and company specific developments. This
reduces information asymmetry and builds positive perception. The engagement platforms
include quarterly earnings calls, Investor/Analyst Day, site visits for key businesses,
sell-side conferences, one-on-one and group meetings. These engagements are extended to
include the senior leadership of the Company on occasions. These engagement opportunities,
with the Group's Promoters, CEO and CFO along with business CXOs are well appreciated by
the shareholder and analysts.
Shareholder Communication
Shareholders can contact the Company at any time with the contact details available
online for Queries, Concerns and Inquiries or Feedback at www.vedantalimited.com. The
feedback, suggestions and concerns shared by our shareholders and analysts are promptly
communicated to the Board through the Chairman, the Senior Independent Director, the CEO,
the CFO, Investor Relations Head and Company Secretary. Continuous communication with our
stakeholders enables the Board and senior management to gain insight into shareholder
perception and concerns.
Shareholder Disclosures
Vedanta has set high standards of reporting through detailed and transparent
disclosures on the Company's operational and financial performance. Your Company had
voluntarily created its first Integrated Report (for FY 2018) and continued its
publication ever since. An integrated report has a forward-looking focus and sets out how
an organisation's strategy, governance and performance lead to creation of value. The
Company has a digital, interactive microsite on the Vedanta corporate website to provide
an interactive experience to shareholders, investors and analysts among other
stakeholders. This enables timely dissemination of business updates beyond the
communication through annual reports and quarterly results collaterals. The Company was
declared the Platinum Winner' within its industry in $10+ billion revenue
category at the LACP Vision Awards for its Integrated Annual Report FY 2022.
KEY INITIATIVES WITH RESPECT TO VARIOUS STAKEHOLDERS
The Company maintains its focus on all-round development and contribution towards its
stakeholders. The Integrated Report and the Sustainability Report, which are separately
published, provide detailed information on the ESG and investor-focussed key initiatives
taken by the Company towards its employees, shareholders, investors, business partners,
civil society, local community and nation at large.
7. CORPORATE GOVERNANCE
REPORT ON CORPORATE GOVERNANCE ("CORPORATE GOVERNANCE REPORT")
Good corporate governance underpins the way we conduct business. Your Directors
reaffirm their continued commitment to the highest level of corporate governance
practices. Your Company fully adheres to the standards set out by the SEBI for corporate
governance practices.
Your Company is consistent in maintaining the exemplary standards of corporate
governance in the management of its affairs and ensuring its activities reflect the
culture we wish to nurture with our colleagues and other stakeholders.
As part of commitment to the various stakeholders, the Company follows global best
practices. To meet its obligations towards its shareholders and other stakeholders, the
Company has a corporate culture of conscience and consciousness, integrity, transparency
and accountability for efficient and ethical conduct of business.
Our disclosures seek to attain the best practices in international corporate
governance, and we constantly endeavor to enhance long-term shareholder value. Our
Corporate Governance Report for FY 2023 forms part of this Annual Report.
DIRECTORATE, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Board of Directors of the Company provide entrepreneurial leadership and plays a
crucial role in providing strategic supervision, overseeing the management performance,
and long-term success of the Company while ensuring sustainable shareholder value. Driven
by its guiding principles of Corporate Governance, the Board's actions endeavor to work in
the best interest of the Company.
The Directors hold a fiduciary position, exercises independent judgement, and plays a
vital role in the oversight of the Company's affairs. Our Board represents a tapestry of
complementary skills, attributes, perspectives and includes individuals with financial
experience and a diverse background.
In line with the recommendation of SEBI and our relentless endeavor to adhere to the
global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman
effective 01 April 2020.
Directors
During FY 2023, no new appointment was made on the Board of the Company.
Further, pursuant to the recommendation of NRC, the Board approved the re-appointment
of Mr. Akhilesh Joshi (DIN: 01920024) for a 2nd and final term of 2 years
effective from 01 July 2022 to 30 June 2024, Ms. Padmini Sekhsaria (DIN: 00046486) for a 2nd
and final term of 2 years effective from 05 February 2023 to 04 February 2025 and Mr. DD
Jalan (DIN: 00006882) for a 2nd and final term of 3 years effective from 01
April 2023 to 31 March 2026.
The re-appointment of Mr. Akhilesh Joshi was approved by shareholders in the Annual
General Meeting held on 10 August 2022 and the re-appointment of Ms. Padmini Sekhsaria and
Mr. DD Jalan were approved by the shareholders through postal ballot resolution on 28
April 2023. In the opinion of the Board, the Independent Directors re-appointed during the
year, possess requisite integrity, expertise, experience and proficiency.
Brief Profile and other related information seeking re-appointment is provided in the
AGM Notice.
Key Managerial Personnel
Mr. Ajay Goel, Acting Group Chief Financial Officer of the
Company tendered his resignation in the Board Meeting dated 28 March 2023 effective
from close of business hours on 09 April 2023. The Board took note of the same and placed
on record its sincere appreciation for the services rendered by him during his tenure and
wished him the very best for his future endeavours.
Senior Management Personnel
The Board, on the basis of the recommendation of NRC, in its meeting held on 27 January
2023, appointed Mr. Nicholas John Robert Walker, CEO Oil & Gas Business, as SMP
of the Company with immediate effect.
Mr. Nicholas John Robert Walker brings 30 years of rich and diverse international
experience in technical, commercial, and executive leadership roles. He has served as
President and Chief Executive Officer at Lundin Energy, one of the leading European
Independent E&P companies and been associated with the Companies like BP, Talisman
Energy and Africa Oil. Your Board believes that Mr. Nicholas will drive adoption and
deployment of best-in-class oil & gas technologies and processes, with focus on
innovation and digitalisation, for business transformation. The KMP and SMP, similarly,
comprises multifarious leaders with each member bringing in their key proficiency in
different areas aligned with our business and strategy. A comprehensive update on the
change in the Directorate, KMP and SMP of the Company along with the directorships held in
other Companies, their skills and expertise have been explicated in the Corporate
Governance Report forming part of this Annual Report.
DIRECTOR RETIRING BY ROTATION
As per the provisions of the Act, Mr. Sunil Duggal (DIN: 07291685), WTD and CEO of the
Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. Based on the performance evaluation and recommendation of NRC,
Board recommends his re-appointment.
BOARD AND COMMITTEES
The Board has overall responsibility for establishing the Company's purpose, values,
and strategy to deliver the long-term sustainable success of the Company and generate
value for shareholders. The Board places great importance on ensuring these key themes
continue to be appropriate for the businesses and markets in which we operate around the
world, while being aligned with our culture.
The Board is supported by the activities of each of the Board Committees which ensure
the right level of attention and consideration are given to specific matters.
Accordingly, the Board has established Committees to assist it in exercising its
authority. Each of the Committees have terms of reference under which authority is
delegated by the Board. At present, the Company has the following Board Committees which
ensures greater focus on specific aspects of Corporate Governance and expeditious
resolution of issues of governance as and when they arise.
An all-embracing update on the Board, its committees, their composition, terms and
reference, meetings held during FY 2023 and the attendance of each member is detailed in
the Corporate Governance Report.
BOARD EFFECTIVENESS
Familiarisation Program for Board Members
Your Company has developed comprehensive induction processes for the new Board members
which aim to provide them with an opportunity to familiarise themselves with the Company,
its Board and management, its operations and the Company's culture. They are also
familiarised with Company's organisational and governance structure, governance
philosophy/principles, code of conduct and key policies, Board's way of working and
procedures, formal information sharing protocol between the Board and the management,
Directors' roles and responsibilities and disclosure obligations. The details of the
familiarisation programme and process followed are provided in the Corporate Governance
Report forming part of this Annual Report and can also be accessed on the website of the
Company at www. vedantalimited.com.
Annual Board Evaluation
The Board is committed to transparency in assessing the performance of Directors.
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out
an annual evaluation of its own performance, the performance of its Committees, Chairman,
Vice-Chairman, CEO, Directors, and the governance processes that support the Board's work.
As a part of governance practice, the Company, had engaged, a leading consultancy firm,
to conduct the Board
Evaluation Process which was facilitated by way of an online structured questionnaire
ensuring transparency and independency of the management. The evaluation parameters and
the process have been explained in the Corporate Governance Report.
Feedback Mechanism
The results of evaluation showed high level of commitment and engagement of Board, its
various committees and senior leadership. The Board was satisfied with overall performance
and effectiveness of the Board, Committee and Individual Directors and appreciated
Company's ethical standards, transparency and progress on sustainability/ ESG during the
year. The Board Members also provided their inputs on the Board processes, areas of
improvement and the matters for enhancing the overall effectiveness of the
Board. It was noted that the Board as a whole is functioning as an effective and
cohesive body.
BOARD DIVERSITY AND INCLUSION
The Board sets the tone for diversity and inclusion across the Group and believes it is
important to have an appropriate balance of skills, knowledge, experience, and diversity
on the Board and at senior management level to ensure good decision-making. It recognises
the need to create conditions that foster talent and encourage all colleagues to achieve
their full potential. A diverse Board with a range of views enhances decision-making which
is beneficial to the Company's long-term success and in the interests of Vedanta's
stakeholders.
The Board Diversity Policy adopted by the Board sets out its approach to diversity. The
Policy can be accessed at www.vedantalimited.com.
Additional Details on the Board Diversity and the key attributes of the Board Members
are explicated in the Corporate Governance Report forming part of this Annual Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Policy adopted by the Board on the recommendation of
NRC enumerates the criteria for assessment and appointment/re-appointment of Directors,
KMP and SMP on the basis of their qualifications, knowledge, skill, industrial
orientation, independence, professional and functional expertise among other parameters
with no bias on the grounds of ethnicity, nationality, gender or race or any other such
discriminatory factor.
The Policy also sets out the guiding principles for the compensation to be paid to the
Directors, KMP and SMP; and undertakes effective implementation of Board familiarisation,
diversity, evaluation and succession planning for cohesive leadership management.
Company ensures compliance with the Policy in true letter and spirit. The complete
Policy is reproduced in full on our website at www.vedantalimited.com and a snapshot of
the Policy is elucidated in the Corporate Governance Report.
OBSERVANCE OF THE SECRETARIAL STANDARDS
The Directors state that proper systems have been devised to ensure compliance with the
applicable laws. Pursuant to the provisions of Section 118 of the Act, 2013 during FY
2023, the Company has adhered with the applicable provisions of the Secretarial Standards
("SS-1" and "SS-2") relating to Meetings of the
Board of Directors' and General Meetings' issued by the Institute of Company
Secretaries of India ("ICSI") and notified by MCA.
INDEPENDENT DIRECTORS STATEMENT
The Company has received declaration from all the
Independent Directors confirming that they continue to meet the criteria of
independence as prescribed under the Act and Listing Regulations and comply with the Code
for
Independent Directors as specified under Schedule IV of the Act.
The Directors have also confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
In terms of Section 150 of the Act read with Rule 6(1) and
6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they
have registered themselves with the databank maintained by the Indian Institute of
Corporate Affairs ("IICA").
ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-
7 for the financial year ended 31 March 2023 is placed on the website of the Company
and can be accessed at www. vedantalimited.com.
AUDIT REPORTS AND AUDITORS
Audit Reports:
The Statutory Auditors have issued unmodified opinion on the financial statements of
the Company as of and for the year ended 31 March 2023.
The Statutory Auditors' report for FY 2023 does not contain any qualification,
reservation or adverse remarks which calls for any explanation from the Board of
Directors. The Auditors' report is enclosed with the financial statements in the Annual
Report.
The Secretarial Audit Report for FY 2023 does not contain any qualification,
reservation, or adverse remark.
The report in form MR-3 along with Annual Secretarial Compliance Report is enclosed as
'Annexure D' to the Directors' Report. Further, in terms of Regulation 24(a) of
Listing Regulations, the Secretarial Audit Report of BALCO, an unlisted material
subsidiary of the Company is also enclosed as 'Annexure D-1' to this report.
Auditors Certificates:
As per the Listing Regulations, the auditors' certificate on corporate governance is
enclosed as an Annexure to the Corporate Governance Report forming part of the
Annual Report. The Certificate does not contain any other qualification, reservation,
or adverse remark except as mentioned in the report.
A certificate from Company Secretary in Practice certifying that none of the directors
on the Board of the
Company have been debarred or disqualified from being appointed or continuing as
directors of companies by the SEBI/MCA or any such statutory authority forms part of the
Corporate Governance Report.
Auditors:
Statutory Auditors
? M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.
301003E/E300005) had been appointed as the Statutory Auditors of the Company in the 56th
Annual General Meeting to hold office for a period of five (5) years to the conclusion
of61 st Annual General Meeting.
? The Auditors have confirmed that they are not disqualified from being
re-appointed as Statutory Auditors of the Company.? The report of the Statutory
Auditors along with notes to financial statements is enclosed to this Report. The Notes on
financial statements referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
? The Auditors have also furnished a declaration confirming their independence as
well as their arm's length relationship with the
Company. The Audit & Risk Management Committee reviews the independence and
objectivity of the auditors and the effectiveness of the audit process.
? The Statutory Auditors were present at the last AGM of the Company.
Secretarial Auditors
? M/s Vinod Kothari & Co., Practicing Company Secretaries had been appointed by
the Board to conduct the secretarial audit of the Company for FY 2023.
? The Company had received a certificate confirming their eligibility and consent
to act as the Auditors.
? The Secretarial Audit Report for FY 2023 forms part of this report and confirms
that the Company has complied with the provisions of the Act, Rules, Regulations and
Guidelines and that there were no deviations or non-compliances.
? Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated 08 February 2019, the
Company has also undertaken an audit for all applicable compliances as per the Listing
Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance
Report for FY 2023 has also been submitted to the Stock Exchanges within the stipulated
timeline.
? The Secretarial Audit Report of its unlisted material subsidiary is annexed to
this report.? The Secretarial Auditors were also present at the last AGM of the
Company.
Cost Auditors
? M/s Shome and Banerjee and M/s Ramnath Iyer & Co., Cost Accountants, had been
appointed by the Board to conduct the audit of cost records of the Oil & Gas Business
and other Business segments of the Company respectively for FY 2023.
? M/s Ramnath Iyer & Co., Cost Accountants were nominated as the Lead Cost
Auditors.
? The Company had received a certificate confirming their eligibility and consent
to act as the Auditors.
? The cost accounts and records of the Company are duly prepared and maintained by
the Company as required under Section 148(1) of the Act pertaining to cost audit.
Internal Auditors
? M/s KPMG had been appointed as the Internal Auditors of the Company for FY 2023
to conduct the Internal Audit on the basis of detailed Internal Audit Plan.
? The Company has an independent in-house MAS team to manage the group's internal
audit activity and that functionally reports to the Audit & Risk Management Committee.
REPORTING OF FRAUD BY AUDITORS
During the reporting year, under Section 143(12) of the Act, none of the Auditors of
the Company have reported to the Audit & Risk Management Committee of the Board, any
instances of fraud by the Company or material fraud on the
Company by its officers or employees.
LEGAL, COMPLIANCE, ETHICS AND GOVERNANCE FUNCTION
Through its concerted efforts to generate value while keeping integrity at the
forefront, the legal function of your Company is a valued partner in providing regulatory
support and gauging the viability of strategic assistance for business partnership and
expansion. It ensures advisory and compliance services pertaining to existing regulations
and legislative developments for facilitating business agenda in the areas of effective
claims and contract management, mergers and acquisitions, dispute resolution, litigation
and adherence to competition, business ethics and governance.
With the aim to ensure smooth operations and to safeguard the interests of your Company
for business growth and sustenance in an evolving, ambiguous and complex environment, the
function continues to focus on presenting areas of opportunities, mitigating risks,
providing proactive assistance to other functions and departments; and bringing about
policy changes based on persistent interaction with various Government bodies and
industrial associations like CII and FICCI.
As newer technologies continue to transform the market, your Company ensures adeptness
in mechanisms to safeguard the data security and privacy of our stakeholders with enhanced
legal and security standards. Simultaneously, to meet the growing business needs, the
Legal function continues to seek and identify technological opportunities while harnessing
existing know-how to streamline compliance frameworks, litigation management and conduct
online ethics awareness training.
Our organisational values and principles are made applicable to all our employees
through our Code of Business Conduct and Ethics. In a bid to create a better understanding
of its practical implications, the Legal function conducts an annual online ethics
training module to necessitate all employees to mandatorily embrace the values and
principles embodied as a part of the aforementioned Code. Additionally, the function
drives an Ethics Compliance Month initiative for raising awareness by conduct of employee
trainings in areas of ethical concern such as insider trading, prevention of sexual
harassment, anti-bribery, anti-corruption, and anti-trust laws through use of interactive
learning tools.
Through our Supplier Code of Conduct, we also ensure that third parties, including
their employees, agents and representatives who have a business relationship with your
Company, are bound by industry standards as well as applicable statutory requirements
concerning labour and human rights, health, safety and environment, and business
integrity.
8. OTHER DISCLOSURES
RELATED PARTY TRANSACTIONS
Your Company has in place a Policy on Related Party Transactions ("RPT")
("RPT Policy") formulated in line with the provisions of the Act and Listing
Regulations. The Company has voluntarily adopted a stricter policy as against the legal
requirements. The Policy may be accessed at www.vedantalimited.com. The Policy sets out
the philosophy and processes to be followed for approval and review of transactions with
Related Party and intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions with Related Parties. A detailed landscape of
all RPTs specifying the nature, value, and terms and conditions of the transaction is
presented to the Audit & Risk Management Committee. Also, a Standard Operating
Procedures has been formulated to identify and monitor all such transactions. During FY
2023, all the contracts/arrangements/ transactions entered into by the Company with the
related parties were in the ordinary course of business and on an arm's length basis and
were in compliance with the provisions of the Act and Listing Regulations other than those
mentioned in the Annexure IV' of the Report on Corporate Governance forming part of
the Annual Report. All RPTs are subjected to independent review by a reputed accounting
firm to establish compliance with the requirements of RPTs under the Act and Listing
Regulations.
During the year, the materially significant RPTs pursuant to the provisions of Listing
Regulations had been duly approved by the shareholders of the Company in the 57th
Annual General Meeting held on 10 August 2022. Further, there have been no materially
significant RPTs during the year pursuant to the provisions of the Act. Accordingly, the
disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your
Company.
SHARE CAPITAL AND ITS EVOLUTION
The Authorised Share Capital of the Company is 74,12,01,00,000 divided into
44,02,01,00,000 number of equity shares of 1/- each and 3,01,00,00,000 Preference Shares
of 10/- each. There was no change in the capital structure of the Company during the
period under review. The details of share capital as on 31 March 2023 is provided below:
Particulars |
Amount (Rs) |
Authorised Share Capital |
74,12,01,00,000 |
Paid-up Capital |
3,71,75,04,871 |
Listed Capital |
3,71,71,99,039 |
Shares under Abeyance pending allotment |
3,05,832 |
The details of the Capital Evolution has been provided on the Company's website and can
be accessed at www.vedantalimited.com.
During the year and till date, the following changes have taken place in Subsidiary
Companies:
Athena Chhattisgarh Power Limited acquired on 21 July 2022 under the liquidation
proceedings of the Insolvency and Bankruptcy Code, 2016, subject to NCLT approval which is
pending as on the balance sheet date. Hence, not covered in the total number of
subsidiaries above.
Facor Realty and Infrastructure Limited struck off on 13 January 2023.
Hindustan Zinc Fertilizers Private Limited incorporated on 07 September 2022.
Zinc India Foundation incorporated on 05 August 2022.
Cairn Energy Gujarat Block 1 Limited, deregistered on 05 July 2022.
Lakomasko BV liquidated on 03 March 2023.
CIG Mauritius Holding Private Ltd. and CIG Mauritius Private Ltd. have been
dissolved effective from 01 March 2023. Pursuant to dissolution, Cairn Lanka Private
Limited has become the direct subsidiary of Cairn Energy Hydrocarbons Limited.
The Mumbai NCLT and Chennai NCLT has passed orders dated 06 June 2022 and 22
March 2023 respectively sanctioning the scheme of amalgamation of Sterlite Ports Limited ("SPL"),
Paradip Multi Cargo Berth Private Limited ("PMCB"), Maritime Ventures
Private Limited ("MVPL"), Goa Sea Port Private Limited ("GSPL"),
wholly owned subsidiaries/step down subsidiaries of Sesa Resources Limited ("SRL"),
with Sesa Mining Corporation Limited ("SMCL").
Statutory filing with MCA is in progress.
Facor Power Limited is merged into Ferro Alloys Corporation Limited effective on
21 November 2022.
As at 31 March 2023, the Company has 06 associate companies and joint ventures.
Associate Companies and Joint Ventures:
Gaurav Overseas Private Limited
RoshSkor Township (Pty) Ltd
Goa Maritime Private Limited
Madanpur South Coal Company Limited
Rosh Pinah Health Care (Proprietary) Limited
Gergarub Exploration and Mining (Pty) Limited
As required under Listing Regulations, the Consolidated Financial Statement of the
Company and its subsidiaries and joint ventures, prepared in accordance with Ind AS 110
issued by the Institute of Chartered Accountants of India, form part of the Annual Report
and are reflected in the Consolidated Financial Statement of the Company. During the year,
the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section
129(3) of the Act, a statement containing the salient features of the financial statement
of the subsidiary and associate companies is attached to the financial statement in Form
AOC-1. The statement also provides details of performance and financial position of
each of the subsidiaries and their contribution to the overall performance of the Company.
In accordance with Section 136 of the Act, the audited
Standalone and Consolidated financial statements of the
Company along with relevant notes and separate audited accounts of subsidiaries are
available on the website of the Company at www.vedantalimited.com. Copies of the financial
statements of the Company and of the subsidiary companies shall be made available upon
request by any member of the Company. Additionally, these financial statements shall also
be available for inspection by members on all working days during business hours at the
Registered Office of the Company.
MATERIAL SUBSIDIARIES
The Company has adopted a policy on determination of material subsidiaries in line with
Listing Regulations. The policy aims to determine the Material Subsidiaries and Material
Unlisted Indian Subsidiaries of the Company and to provide the governance framework for
such subsidiaries. The policy may be accessed at www.vedantalimited.com.
In accordance with Regulation 16(1)(c) of the Listing Regulations, your Company has the
following material subsidiary companies during FY 2023:
Hindustan Zinc Limited ("HZL"), a listed subsidiary;
Cairn India Holdings Limited ("CIHL"), an unlisted subsidiary;
and
Bharat Aluminium Co. Limited ("BALCO"), an unlisted subsidiary.
Further, the SEBI vide SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2023, requires additional details to be provided for material
subsidiaries. The details are as follows:
|
|
Material Subsidiary |
|
Particulars |
hZL |
CIhL |
BALCO |
Date of Incorporation |
10 January 1966 |
02 August 2006 |
27 November 1965 |
Place of Incorporation |
Udaipur |
Jersey |
New Delhi |
Name of Statutory Auditors |
S.R. Batliboi & Co. LLP |
MHA MacIntyre Hudson |
S.R. Batliboi & Co. LLP |
Date of appointment of Statutory Auditors |
09 August 2021 |
10 March 2021 |
17 September 2021 |
In terms of the provisions of Regulation 24(1) of the Listing Regulations, during FY
2023, appointment of one of the Independent Directors of the Company on the Board of
unlisted material subsidiary was applicable only to CIHL.
In compliance with the above requirement, Mr. DD Jalan, Independent Director of the
Company, had been appointed as Director of CIHL.
The Company is in compliance with the applicable requirements of the Listing
Regulations for its Subsidiary Companies during FY 2023.
DEBENTURES
During FY 2023, your Company raised 4,889 crore through issuance of Secured and
Unsecured, Rated, Redeemable, Non-Cumulative, Non-Convertible Debentures ("NCDs")
of face value of 10,00,000 each on private placement basis as per the following details:
Coupon Rate |
Date of Allotment |
No. of NCDs |
Total Amount |
Tenor |
Maturity Date |
|
|
|
(inRscrore) |
|
|
8.74% Secured Rated Listed Redeemable |
29 June 2022 |
40,890 |
4,089 |
10 years |
29 June 2032 |
Non-Convertible Debentures |
|
|
|
|
|
3M T Bill Linked Unsecured Rated Listed |
16 December 2022 |
8,000 |
800 |
01 year 03 |
15 March 2024 |
Redeemable Non-Convertible Debentures |
|
|
|
months |
|
The aforesaid debentures are listed on BSE.
Further, the details of outstanding NCDs as of 31 March 2023 have been detailed in the
Corporate Governance Report.
COMMERCIAL PAPERS
The Commercial Papers ("CPs") issued by the Company have been listed
on NSE and have been duly redeemed on timely basis.
As on 31 March 2023, there are outstanding CPs aggregating to 500 crore. Further
details have been provided in the Corporate Governance Report.
UNCLAIMED SHARES
Pursuant to the SEBI Circular and Regulation 39 of Listing Regulations regarding the
procedure to be adopted for unclaimed shares issued in physical form in public issue or
otherwise, the Company has a separate demat account in the title of Vedanta Limited
Unclaimed Suspense Account' with HDFC Bank Limited. The details of shares lying in
the unclaimed suspense account are provided below:
Description |
No. of Shareholders |
No. of Equity Shares of 1/- each |
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year |
520 |
5,14,372 |
Number of shares transferred to the unclaimed suspense account during the
year |
- |
- |
Number of shareholders who approached issuer for transfer of shares
from suspense account during the year |
06 |
7,836 |
Number of shareholders to whom shares were transferred from suspense
account during the year |
- |
- |
Number of shares transferred to Investor Education and Protection Fund ("IEPF/ |
63 |
46,920 |
Fund") account pursuant to IEPF Authority (Accounting,
Audit, Transfer and Refund) |
|
|
Rules, 2016 ("IEPF Rules") read with Amendment Rules,
2017 |
|
|
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year. The voting rights on these shares shall
remain frozen till the rightful owner of such shares claims the shares |
451 |
4,59,616 |
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with the provisions of the Act and IEPF Rules, as amended from time to
time, the Company is required to transfer the following to IEPF:? Dividend amount
that remains unpaid/unclaimed for a period of seven (07) years; and? Shares on
which the dividend has not been paid/claimed for seven (07) consecutive years or more.
Additionally, pursuant to Rule 3(3) of IEPF Rules, in case of term deposits of
companies, due unpaid or unclaimed interest shall be transferred to the Fund along with
the transfer of the matured amount of such term deposits.
Your Company, in its various communications to the shareholders from time to time,
requests them to claim the unpaid/ unclaimed amount of dividend and shares due for
transfer to IEPF established by the Central Government. Further, in compliance with IEPF
Rules including statutory modification(s) thereof, the Company publishes notices in
newspapers and sends specific letters to all shareholders whose shares are due to be
transferred to IEPF, to enable them to claim their rightful dues. With the continuous
efforts of the Company, a total of 87 investor claims have been released from IEPF till 30
April 2023 aggregating to 1,21,570 equity shares.
Dividend and other amounts transferred/credited to IEPF during FY 2023
The details of dividend and other unpaid/unclaimed amounts transferred to IEPF during
the year are provided below:
Dividend and other unpaid/unclaimed amounts transferred to IEPF during the year
|
|
|
Amount transferred to |
Date of transfer to |
Financial Year |
Type of Amount |
Date of Declaration |
|
|
|
|
|
IEPF (in ) |
IEPF |
2014-15 |
Final Dividend |
11 July 2015 |
1,86,14,486.00 |
03 September 2022 |
2014-15 |
Final Dividend |
21 July 2015 |
46,62,800.00 |
14 September 2022 |
2015-16 |
Interim Dividend |
27 October 2015 |
3,09,22,500.00 |
06 December 2022 |
Total |
|
|
5,41,99,786.00 |
|
*An additional amount of 4,05,581 (including 10,000 related to
sub-judice matter) pertaining to Unpaid Matured Deposits and interest accrued thereon has
been identified for transfer to IEPF during the year. The same is in the process of
transfer.
In view of specific order(s) of court/tribunal/statutory authority restraining transfer
of shares and dividend thereon, such shares and unpaid dividend have not been transferred
to IEPF pursuant to Section 124 of the Act and Rule 6 of IEPF Rules including statutory
modification(s) or re-enactment(s) thereof.
200
The details of dividend declared during the year on shares already transferred to IEPF
are provided below:
Dividend declared during FY 2023 on shares already transferred to IEPF
|
|
Amount transferred |
|
Type of Dividend |
Date of Declaration |
|
Date of transfer to IEPF |
|
|
to IEPF (in ) |
|
Interim Dividend (1st) |
28 April 2022 |
13,54,67,698.11 |
23 May 2022 |
Interim Dividend (2nd) |
19 July 2022 |
8,33,63,314.19 |
08 August 2022 |
Interim Dividend (3rd) |
22 November 2022 |
7,68,84,463.84 |
13 December 2022 |
Interim Dividend (4th) |
27 January 2023 |
5,57,79,361.00 |
16 February 2023 |
Interim Dividend (5th) |
28 March 2023 |
9,30,00,087.78 |
17 April 2023 |
Total |
|
44,44,94,924.92 |
|
Shares transferred/credited to IEPF during FY 2023
During the year, the Company transferred 2,48,924 equity shares of 1/- each comprising
of 891 shareholders to IEPF.
The Company has also uploaded the details of unpaid and unclaimed amounts lying with
the Company as on 10 August 2022 (the date of last AGM) on the website of the Company at
www.vedantalimited.com. Further, the details of equity shares transferred are also made
available on the website of the Company at www.vedantalimited.com.
The shareholders whose shares/dividends have been transferred to IEPF can claim the
same from IEPF in accordance with the prescribed procedure and on submission of such
documents as prescribed under the IEPF Rules. The process for claiming the unpaid
shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on
the website of the Company at www.vedantalimited.com.
Dividend due to be transferred to IEPF during FY 2024
The dates on which unclaimed dividend and their corresponding shares would become due
to be transferred to IEPF during FY 2024 are provided below:
Dividend due to be transferred to IEPF during FY 2024
Particulars |
Date of Declaration |
Date of completion of seven years |
Due date for transfer to IEPF |
Amount as on 31 March 2023 (inRs) |
Final Dividend 2015-16 |
21 July 2016 |
26 August 2023 |
25 September 2023 |
32,09,337.00 |
Interim Dividend 2016-17 |
28 October 2016 |
03 December 2023 |
02 January 2024 |
1,71,96,505.25 |
Total |
|
|
|
2,04,05,842.25 |
Ms. Prerna Halwasiya, the Company Secretary and Compliance Officer of the Company is
designated as the Nodal Officer under the provisions of IEPF. The contact details can be
accessed on the website of the Company at www.vedantalimited.com.
TRANSFER TO RESERVES
The Company proposes Nil transfer to General Reserve out of its total profit of27,356
crore for the financial year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans given, investments made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is proposed to
be utilised as per the provisions of Section 186 of the Act are provided in the standalone
financial statements. (Please refer to Notes to the standalone financial statements).
FIXED DEPOSITS
As on 31 March 2023, deposits amounting to 54,000 remain unclaimed. Since the matter
is sub judice, the Company is maintaining status quo.
PUBLIC DEPOSITS
The Company has not accepted any deposits falling under the ambit of Section 73 of the
Act and the Rules framed thereunder during the year under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments have occurred subsequent to the close of the
financial year till the date of this Report which may affect the financial position of the
Company.
SIGNIFICANT and MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
Provided below are the significant and material orders which have been passed by any
regulators or courts or tribunals against the Company impacting the going concern status
and Company's operations in the future.
Iron-Ore Division Goa Operations
The Supreme Court of India ("SC") in the Goa Mining matter in 2014
declared that the deemed mining leases of the lessees in Goa expired on 22 November 1987
and the maximum of 20 years renewal period of the deemed mining leases in Goa under the
Mines and Minerals (Development and Regulation) Act ("MMDR") had also
expired on 22 November 2007 and directed state to grant fresh mining leases.
Thereafter, various mining leases were renewed by the State Government before and on
the date the MMDR Amendment Ordinance 2015 came into effect (i.e. 12 January 2015).
These renewal of mining leases were challenged before the SC by Goa Foundation and
others in 2015 as being arbitrary and against the judgment of the SC in the earlier Goa
mining matter. The SC passed the judgement in the matters on 07 February 2018 wherein it
set aside the second renewal of the mining leases granted by the State of Goa. The court
directed all lease holders operating under a second renewal to stop all mining operations
with effect from 16 March 2018 until fresh mining leases (not fresh renewals or other
renewals) in accordance with the provisions of the MMDR Act, 1957 and fresh environmental
clearances are granted.
Subsequently, mining lessees and other mining stakeholder had filed applications in the
pending Abolition Act matter for resumption of mining in the State. The Central Government
had also filed an early hearing application in the long pending abolition matter.
We separately also filed a Special Leave Petition in the
SC in appeal from the High Court order against a non-consideration of our
representation seeking an amendment of the mining lease till 2037 based on the provisions
of the MMDR Amendment Act, 2015. The Special Leave Petition was disposed off by the SC
vide an order dated 07 September 2021.
We had filed a review petition against the order passed by SC dated 07 September 2021
which was dismissed by the SC.
On 04 May 2022, Vedanta Limited and other group companies received notices from DMG,
Goa under the provisions of Section 12(1)(hh) of the Mineral Concession Rules (Other than
Atomic and other Hydrocarbon Energy Minerals) Concession Rules, 2016 directing to vacate
the mining leases by 06 June 2022 pursuant to judgment of the SC banning mining operations
in the State of Goa.
Writ petitions were filed against these notices of DMG on 17 May 2022 before the High
Court of Bombay at Goa contending that Section 12(1)(hh) of MCR Rules, 2016 cannot be
extended to dispossession from the mining leases. Further, the challenge to the
constitutional validity of the Goa, Daman, and Diu Mining Concession (Abolition and
Declaration of Mining Leases) Act, 1987 which abolished the mining concessions and
converted them to mining lease, is pending before the Supreme Court since 1998, and until
the matter is pending, no decision regarding the title of the mining leases could be taken
as the companies have been granted the mining concession in perpetuity by the Portuguese
mining laws.
The writ petitions were reserved for orders on 19 August 2022. Vide order dated 07
October 2022, the High Court of Bombay at Goa dismissed all the writ petitions.
Thereafter, a Special Leave Petition was filed by another mining lessee before the SC
against the order dated 07 October 2022. The said SLP was also dismissed vide order of the
Supreme Court dated 21 November 2022.
Copper Division
The Copper division of Vedanta Limited has received an order from Tamil Nadu Pollution
Control Board ("TNPCB") on 09 April 2018 whereby they have rejected the
Company's application for renewal of Consent to Operate ("CTO") for the
4,00,000 metric tonnes Per Annum ("MTPA") Copper Smelter plant in
Tuticorin. In furtherance to the order of TNPCB rejecting the Company's application, the
Company decided to shut its Copper smelting operations at Tuticorin and filed an appeal
with TNPCB Appellate authority against the order. During the pendency of the appeal, the
TNPCB vide its order dated 23 May 2018 ordered disconnection of electricity supply and
closure of the Company's Copper Smelter plant. Post this, the Govt of Tamil Nadu on 28 May
2018 ordered the permanent closure of the plant. The Company challenged the same in the
National Green Tribunal ("NGT") which passed a favorable order for
reopening of the plant. The order was appealed by the TNPCB and the State of Tamil Nadu in
the Supreme Court. The Supreme Court passed an order upholding the appeal and granted
liberty to the Company to approach the Madras High Court for relief.
On 18 August 2020, the Division Bench of Madras High
Court dismissed all the writ petitions filed by the Company. Vedanta Limited
subsequently filed a Special Leave Petition to appeal against the Madras High Court
decision before the Supreme Court. The Supreme Court, on 04 May 2023, upon taking up the
interlocutory applications filed by the
Company for essential care and maintenance of the Plant and for removal of material
within the Plant premises, directed the State Government to take necessary directions with
respect to certain activities and to reconsider certain other activities in furtherance of
its earlier order within specified timelines. The Court further ordered for the SLP to be
listed on 22 and 23 August 2023 for final hearing.
In the meantime, the Madurai Bench of the High Court of
Madras in a public interest litigation filed against Vedanta by Fathima Babu held
through its order dated 23 May 2018, that the application for renewal of the environmental
clearance for the expansion project shall be processed after a mandatory public hearing
and the said application shall be decided by the competent authority on or before 23
September 2018. In the interim, the High Court ordered Vedanta to cease construction and
all other activities on site for the proposed expansion project with immediate effect.
Currently, the Ministry of Environment, Forest and
Climate Change ("MoEF") has updated on its website that Vedanta
Limited's environmental clearance for expansion project will be considered for ToR either
upon verdict of the NGT case or upon filing of a Report from the State
Government/District Collector, Thoothukudi. Separately, SIPCOT through its letter dated
29 May 2018, cancelled 342.22 acres of the land allotted to Vedanta Limited for the
proposed expansion project. Further, the TNPCB issued orders on 07 June 2018, directing
the withdrawal of the consent to establish the expansion project, which was valid until 31
March 2023. In a writ filed before Madras High
Court Madurai Bench challenging the lease cancellation order, Madras High Court through
its order dated 03 October 2018 has granted an interim stay in favour of the Company
cancelling on the cancellation of 342.22 acres of the land allotted.
Further, on 07 June 2018, TNPCB withdrew the CTE granted for a period of five (05)
years for the expansion project. The Company has filed Appeals before the TNPCB Appellate
Authority challenging withdrawal of CTE by the TNPCB.
CHANGE IN NATURE OF BUSINESS OF COMPANY
There is no change in the nature of business of your Company during the year under
review.
FAILURE TO IMPLEMENT ANY CORPORATE ACTION
There were no instances where the Company failed to implement any corporate action
within the specified time limit
9. AWARDS AND RECOGNITION
In a bid to keep ensuring its relentless quest for growth and excellence, the Company
continues to be committed towards maintaining the highest standards of corporate
governance and sustainable practices. As a recognition for our unconventional innovations
and focussed drive to achieve best-in-class operations, the Company has been winning a
multitude of accolades at various forums while acquiring plaudits as the recipient of
numerous prestigious awards for demonstrating its business ethos.
These embellishments to Vedanta's cognizant candidature deliver a testament to the
progress made by the Company and honor its diligent efforts towards delivering value for
the welfare of all stakeholders and the society as a whole. The details of the key
recognitions secured by the Company have been highlighted in a separate section in the
Annual Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134 of the Act, your Directors subscribe to the "Directors'
Responsibility Statement" and to the best of their knowledge and ability, hereby
confirms that: (a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from the same; (b) they
have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of FY 2023 and of the profit and loss of the
Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, 2013 for safeguarding the
Company's assets and for preventing and detecting fraud and other irregularities; (d) the
annual accounts have been prepared on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and (f)
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
11. ACKNOWLEDGEMENTS AND APPRECIATION
At Vedanta, our business is deftly managed by an adroit set of leaders with global and
diverse experience in the sector in order to accomplish the mission of carving our niche
as the leading global natural resource company. The professionally equipped and
technically sound management has set progressive policies and objectives, follows best
global practices, all with a plausible vision to take the Company ahead to the next level.
Having received external reassurance in all our commitments over the years, the
Directors take this opportunity to place on record, their sincere appreciation for the
Central and State government authorities, bankers, stock exchanges, financial
institutions, depositories, analysts, advisors, local communities, customers, vendors,
business partners, shareholders, and investors forming part of the Vedanta family for
their sustained support, admirable assistance and endless encouragement extended to the
group at all levels.
We would also like to express our earnest regard to all employees for their ardent
enthusiasm and interminable efforts directed towards lodging significant and effective
contributions to the continued growth of the Company. Our heartiest gratitude is further
undertaken to be rendered to all our stakeholders for their unflinching faith in the
Company.
We look forward for bestowal of your continued support and solidarity in future as we
diligently strive to deliver enhanced value for our stakeholders and inscribe on the
footprints of nation building for one of the fastest growing economies of the world.
For and on behalf of the Board of Directors
|
Anil Agarwal |
|
Non-Executive Chairman |
|
DIN: 00010883 |
Place: London |
|
Date: 12 May 2023 |
|
|
203 |
|