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Updated:24 May, 2019, 15:56 PM IST

BSE
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Updated:24 May, 2019, 16:01 PM IST

DIRECTORS' REPORT

TO

THE SHAREHOLDERS

Dear Shareholder,

Your Directors have pleasure in presenting the 56th Annual Report and the audited standalone and consolidated financial statements of your company for the year ended 31st March, 2015.

Dividend:

For the year ended 31st March,2015, the Board of Directors of your Company have recommended dividend of Re. 1 per share (Previous year Rs.1 per share) to equity shareholders aggregating to Rs. 246.11 crore (Previous year Rs. 241.55 Crore) including Dividend Distribution Tax.

Equity shares that may be allotted upon exercise of Options granted under the Employee Stock Option Scheme before the Book Closure for payment of dividend will rank pari passu with the existing shares and shall also be entitled to receive the aforesaid dividend.

OVERVIEW AND STATE OF THE COMPANY'S

AFFAIRS:

Standalone results

For the year ended March 31, 2015, net sales are up by 24% with Profit before depreciation, interest and tax growth at 19%.

Depreciation stood at Rs. 837 crore compared to Rs. 823 crore in the previous year, reflecting a change in the manner of calculation of depreciation w.e.f. 1st April, 2014 by considering revised useful life of assets to bring it in line with Schedule II of the Companies Act, 2013.

The increase in Finance cost from Rs. 712 crore in FY14 to Rs. 1,637 crore in FY15 reflects the lower capitalisation of finance charges in line with progressive commissioning of facilities.

Profit before exceptional items at Rs. 1,825 crore was lower by 12% compared to FY14 resulting from higher interest.  Exceptional Items (Net) of Rs. 578 crore include:

(a) Rs. 563 crore towards additional levy of Rs. 295/– per MT on extracted coal for the period up to 30th September, 2014.

(b) Rs. 258 crore towards provision for diminution in the carrying value of investments in Aditya Birla Minerals Limited, Australia, a subsidiary of the Company.

(c) Reversal of Rs. 29 crore out of the liability provided for in the previous year on account of the UP Tax on Entry of Goods into Local Areas Act, 2007 (UP Entry Tax), following completion of assessment.

(d) Foreign exchange gain of Rs. 361 crore in connection with Rs.1,394 crore received from A V Minerals (Netherlands) N. V., a wholly owned subsidiary of the Company, towards return of capital by reducing nominal value of shares.

(e) Rs. 147 crore liability provided towards Renewable Power Obligations (RPO) under the Electricity  Act, 2003.

Net profit stood at Rs. 925 crore compared to Rs. 1,413 crore in previous year.

Consolidated results

The Consolidated Revenue and Profit before Depreciation, Interest and Taxes grew by 19% and 8% respectively, in comparison to the last year's corresponding figures.

Net profit was lower at Rs. 854 Crore, because of higher interest cost and exceptional items. The exceptional items (in addition to items included in standalone as mentioned above) mainly relate to a sinkhole incident at one of the subsidiary companies in Australia and change in macro–economic conditions. This has resulted in the impairment of fixed assets, write down in value of inventories and expenses incurred towards restoration of operations.

Novelis Inc. (a wholly owned subsidiary)

Revenue of Fiscal 2015 increased 14% to $11.1 billion compared to $9.8 billion in fiscal 2014. Revenue  growth was driven by record shipments of rolled aluminium products of 3,050 kilotonnes in fiscal year 2015. Higher average metal prices in fiscal year 2015 also contributed to the increase in revenues.

Novelis reported net income of $148 million for fiscal year 2015, a 42% increase from $104 million reported in fiscal 2014. Excluding certain tax–effected items, net income increased four percent to $161 million in fiscal 2015.

Adjusted EBITDA grew 2% to $902 million in fiscal 2015 compared to the $885 million reported in fiscal 2014. The increase was primarily driven by higher shipments, favourable product mix due to a strategic shift to grow automotive shipments and cost benefits from using a higher percentage of recycled metal inputs. Partially offsetting these gains were higher costs associated with the start–up and support of new capacity, lower pricing in some Asian markets, as well as unfavourable foreign exchange and metal price lag.

The company reported free cash flow of $71 million for the year, an $87 million increase over the prior year. Novelis generated positive free cash flow for fiscal year 2015 as a result of strong operating results, lower capital spending, and structural reductions to working capital, despite volatile metal prices and higher working capital requirements as it ramped up new assets.

At the end of the fiscal 2015, the company reported liquidity of $1.1 billion.

Utkal Alumina International Limited (UAIL) (a wholly–owned subsidiary)

The Alumina Refinery at UAIL produced 1 million ton of Alumina in FY15 compared to 0.2 million ton in FY14. Of this, 288 kilotonnes of Alumina was exported, the balance was supplied to smelters at Hindalco. The cost of production of Alumina at UAIL is comparable to world benchmark cost of production.

UAIL reported an EBITDA of Rs. 261 crore. Its Net loss stood at Rs. 496 crore after interest charge of Rs. 519 crore and Depreciation of Rs. 238 crore.

Aditya Birla Minerals Limited (ABML) (a 51% subsidiary)

Aditya Birla Minerals Limited, Australia reported a net loss of AUD 219.7 million in FY15 compared to AUD 0.2 million in FY14. The sinkhole incident in March 2014 resulted in a cost of approximately $22m during the suspension period. Its Copper production volume after recommencement of operations was lower and Impairment charges of ~$219 million had an adverse impact on the Company's financials in FY15

The suspension of operations for more than 4.5 months in FY15 resulted in significantly lower operating performance compared to the previous year FY14. The Nifty Copper Sulphide Concentrator produced 12,698 metric tonnes of copper in concentrate as compared to 44,071 metric tonnes of contained copper the previous year, a decrease of 71%. The management is now focussed on implementation of various cost optimisation initiatives and rationalisation of capex spending.

ABML has resolved to undertake a review of the Company's strategic options with a view to maximise value for all shareholders (Strategic Review). The Strategic Review will consider corporate and operational strategies, and include a review of ownership options available to the Company.

Business Reconstruction Reserve:

The Company had formulated a scheme of financial restructuring under Sections 391 to 394 of the Companies Act 1956 ("the Scheme") between the Company and its equity shareholders approved by the High Court of judicature of Bombay to deal with various costs associated with its organic and inorganic growth plan. Pursuant to this, a separate reserve account titled as Business Reconstruction Reserve ("BRR") was created during the year 2008–09 by transferring balance standing to the credit of Securities Premium Account of the Company for adjustment of certain expenses as prescribed in the Scheme. Accordingly, the Company had transferred Rs. 8,647.37 crore from Securities Premium Account to BRR and till 31st March, 2014, Rs. 153.04 crore and Rs. 2,068.50 crore have been adjusted against BRR in standalone and consolidated accounts respectively. During the year, following expenses has been adjusted with BRR in both accounts:

(a) Impairment loss of Rs. 62.29 crore (Net of deferred tax Rs. 32.97 crore) arising on deteriorating operating performance in one of its cash generating unit of Aluminium Business.

(b) Provision of Rs. 35.00 crore towards diminution in value of investment of Mahan Coal Limited, joint venture of the Company, and Tubed Coal Mines Limited, subsidiary of the Company, made following de–allocation of coal blocks by the Hon'ble Supreme Court.

CORPORATE DEVELOPMENTS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

The Supreme Court of India by its judgment dated 25th August, 2014 read with its Order dated 24th September, 2014 cancelled 204 coal blocks which had been allocated earlier for the purposes of mining coal for captive consumption. These include three Coal blocks allotted to your Company jointly with others, viz. Tubed Coal Block, Mahan Coal Block, Talabira II/III coal block and one Coal block allotted to your Company i.e Talabira I Coal block in Orissa. No mining activity had commenced at Tubed, Mahan and Talabira II & III Coal Blocks.

Subsequent to the Supreme Court judgment, the Central Government promulgated Ordinances dated 21st October, 2014 and 26th December, 2014 for allotment and auction of 204 coal blocks. The Ministry of Coal has also framed Rules u/s 29 of The Coal Mines (Special Provision) Ordinance, 2014 and notifi ed on 11th December, 2014 the auction and allotment of all the above mentioned coal blocks.

Your Company participated in the e–auction conducted by the Central Government for allocation of the coal blocks and has been awarded the Gare Palma IV/4 and Gare Palma IV/5 coal mines situated in Chhattisgarh, which has about 11 Million Tonnes and about 41 Million Tonnes of coal reserve respectively, Kathautia Coal Mine in Jharkhand which has about 26 Million Tonnes of coal reserve and Dumri Coal Mine in Jharkhand which has about 46 Million Tonnes of coal reserve.

Commercial production from the mines is expected to commence in Q2 of FY16. The primary consideration for obtaining the mines is to ensure your Company's coal security.

HUMAN RESOURCES:

Several innovative people – focused initiatives have been instituted at the Group level, and these are translated into action at all of the Group Companies. Our basic objective is to ensure that a robust talent pipeline and a high–performance culture, centred around accountability is in place. We feel this is critical to enable us retain our competitive edge.

RESEARCH AND DEVELOPMENT

Your Company's Research & Development (R&D) activities are focused on providing innovative, cost–effective and sustainable solutions to support consistent growth of business.

The R&D activities of your Company include process, product and application development, to develop short term as well as long term solutions to the issues faced by nonferrous sector, such as raw material quality, cost effective management of waste generated during processing, recovery of value from by product as well as any waste products, developing better understanding of the science of processes, reducing the specific energy consumption and carbon footprint etc. Specific programs have also been initiated to foster better understanding of the requirement of existing and prospective customers, and to provide a better service through application development, so as to increase your company's market share in the chosen market space. Technical competencies developed by your company will go a long way in terms of quick absorption of technologies, enabling pushing boundaries of our processes, so as to increase the economic performance and improve our new product/ new application pipeline to address the impending market opportunities.

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

AWARDS & RECOGNITIONS

Several accolades have been conferred upon your Company, in recognition of its contribution in diverse fields. A selective list:

1. Aditya Aluminium wins Kalinga Safety Award for Best Practices in Safety & CSR, presented at the Odisha State Safety Conclave.

2. Utkal Alumina International Limited wins the Think Media Best CSR Case Study Award 2014 on the theme of "Access to Quality Health Care Services".

3. Hirakud wins Greentech CSR Silver Award 2014 for its initiatives in Sustainable Livelihood in and around the unit location

4.Hirakud Smelter wins CII Easter Region Quality Award 2014–15 (Certificate of Appreciation) in the large scale category.

5.Birla Copper Dahej wins Greentech CSR Silver Award 2014 for Education Upliftment in 85 surrounding Government schools.

6.Birla Copper Dahej wins Greentech Environment Gold Award 2014 for continual sustainable development approach.

7.Birla Copper Dahej wins Greentech CSR Silver Award 2014 for outstanding achievement in Safety Management System.

8.Birla Copper Dahej wins 2nd Runners Up Award & Advocacy Award at the All India Kaizen Competition organized by Baroda Productivity Council.

9.  Taloja wins Greentech Safety Silver Award 2014 for excellence in Fire & Safety Management.

10. Taloja wins Greentech Environment Silver Award 2014 for continual sustainable development approach.

11. Taloja wins CII–EXIM Bank Award (Commendation Certificate) 2014, for Strong Commitment to Excel.

12. Mouda Works received First Prize for Best Safety Practice in a Competition organized by the National Safety Council, Vidharba Action Centre in collaboration with Directorate, Industrial Safety & Health – Government of Maharashtra.

13. Maliparbat Mines wins awards in Training, OHS, Welfare & Amenities, Safety Performance & Consciousness during the Odisha Metalliferrous Mines Safety Week programme.

14. Teams from Renukoot, Renusagar, Hirakud, Dahej win at the National level Quality Circle Conventions.

15. Belur participant wins First Prize under Trade Electrician at the National level Work Skills Competition.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared by your Company in accordance with the provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the listing agreement with the Stock Exchanges and forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEMES: ESOS – 2006

During the year ended 31st March, 2015, the Company has allotted 373,666 fully paid–up equity share of Rs. 1/–each of the Company (Previous year 4,800) on exercise of options under ESOS 2006 for which the Company has realised Rs. 3.83 crore (Previous year Rs. 0.05 crore) as exercise money. The weighted average share price at the exercise date was Rs. 168.73 per share (Previous year Rs. 115.20).

ESOS – 2013:

During the year ended 31st March, 2015, the Company has allotted 18,848 fully paid–up equity share of Rs. 1/–each of the Company (Previous year Nil) on exercise of options under ESOS 2013 for which the Company has realised Rs. 0.22 crore (Previous year Nil) as exercise money. The weighted average share price at the exercise date was Rs. 154.54 per share (Previous year NIL).

The details of Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company's website viz. www. hindalco.com.

A certificate from the statutory auditor on the implementation of your Company's Employees Stock Option Schemes will be placed at the ensuing Annual General Meeting for inspection by the members.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices and has implemented all of its stipulations.

As required by Clause 49 of the Listing Agreement of Stock Exchanges, a separate section on Corporate Governance, together with a certificate from your Company's statutory auditors, forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) of the Companies Act, 2013 "the Act", your Directors subscribe to the "Directors' Responsibility Statement" and confirm that:

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

b) the accounting policies selected have been applied consistently and judgments and estimates

have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March,2015 and of the profit of your company for that period;

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

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

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

f) your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules,2014 is set out in Annexure–I to this Report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act,2013 "the Act" read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure–II.

DIRECTORS:

Board constitution and changes:

The Board of Directors of the Company had appointed existing Independent Directors viz. Mr. M.M. Bhagat,

Mr. N.J. Jhaveri, Mr. K.N. Bhandari, Mr. Jagdish Khattar and Mr. Ram Charan as Independent Directors under the Companies Act, 2013 for a term of five years which was also approved by the members in the Annual General Meeting held on 24th September, 2014.

All Independent Directors have given declarations that they meet the critera of Independence as laid down under Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement.

At the same Annual General Meeting Mr. A.K. Agarwala and Smt. Rajashree Birla were reappointed as the Directors of the Company.

In the Financial Year 2014–15, our Independent Director Mr. C.M. Maniar passed away, hence ceased to be a Director w.e.f 29th June, 2014.

Mr. Kumar Mangalam Birla and Mr. Satish Pai retire from office by rotation, and being eligible, offer themselves for reappointment. Brief resumes of the directors being reappointed form part of the notice of the ensuing Annual General Meeting.

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

The Nomination and Remuneration Committee has formulated the remuneration policy of your company which is attached as Annexure–III to this Report.

Meetings of the Board:

The Board of Directors of your Company met 8 times during the year details of which are given in the Corporate Governance Report forming part of Annual Report.

Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Directors has carried annual performance evaluation of Board, Independent Directors, Non Executive Directors, Executive Directors, Committee and Chairman of the Board. The Nomination and Remuneration Committee approved the evaluation framework and during the year, the first evaluation cycle was completed by the Company.

The evaluation framework focused on various aspects of the Board and Committees such as review, timely information from management etc. Also, the performance of individual directors was divided into Executive, Non Executive and Independent Directors and based on the parameters such as contribution, attendance, decision making, action oriented, external knowledge etc.

Board members were requested to evaluate Independent Directors, Non executive Directors, Executive Directors, Committee and Chairman of the Board. The results of evaluation were shared with the Board of Directors.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. M.M. Bhagat, Mr. K.N. Bhandari, Mr. N.J. Jhaveri, Independent Directors of your Company. Mr. D. Bhattacharya: Managing Director, Mr. Satish Pai: Deputy Managing Director and Mr. Praveen Kumar Maheshwari: Chief Financial Officer are the permanent invitees. Further details relating to the Audit Committee are provided in the Corporate Governance Report forming part of this Annual Report.

KEY MANAGERIAL PERSONNEL:

In terms of provisions of Section 203 of the Companies Act,2013, Mr. D. Bhattacharya: Managing Director, Mr. Satish Pai: Deputy Managing Director, Mr. Praveen Kumar Maheshwari : Chief Financial Officer and Mr. Anil Malik: Company Secretary are the Key Managerial Personnel of your Company.

VIGIL MECHANISM:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct. Adequate safeguards are provided against victimisation to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them.

The vigil mechanism is available on your Company's website viz. www.hindalco.com

AUDITORS

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,, M/s Singhi & Co, Chartered Accountants were appointed as Statutory Auditors of the Company from the conclusion of fifty fifth Annual General Meeting held on 24th September,2014, until the conclusion of fifty–eighth Annual General meeting to be held in the calendar year 2017, subject to ratification of their appointment at every Annual General Meeting.

Resolution seeking your ratification is included in the Notice convening the Annual General Meeting. The observation made in the Auditor's Report are self explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. Nanabhoy & & Co., Cost Accountants, Mumbai as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2016, at a remuneration as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed BNP& Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting the Secretarial Audit of your Company for the financial year ended 31st March,2015. The Report of the Secretarial Auditors is annexed herewith as Annexure–IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Your Company is committed to sustainable development. A separate chapter in this report deals at length with your Company's initiatives and commitment to environment conservation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mrs. Rajashree Birla.

The other Members of the Committee are Mr. N.J. Jhaveri, Independent Director, Mr. A.K. Agarwala, Non Executive Director and Mr. D. Bhattacharya, Managing Director. Dr. Pragnya Ram, Group Executive President, Corporate Communication & CSR is a permanent invitee to the Committee. Your Company also has in place a CSR Policy and the same is available on your Company's website viz. www.hindalco.com The Committee recommends to the Board activities to be undertaken during the year.

Your Company is a caring corporate citizen and lays significant emphasis on development of the communities around which it operates. Your Company has identified several projects relating to Social Empowerment & Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year and initiated various activities in neighbouring villages around plant locations.

The Annual Report on CSR activities is attached as Annexure–V forming part of this report.

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted Risk Management Committee, which is mandated to review the risk management plan/process of your company.

Risk evaluation and management is an ongoing process within the Organization. Your Company has comprehensive risk management policy which is periodically reviewed by the Risk Management Committee.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year, your Company entered into related party transactions which were on arm's length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions have been approved by the Audit Committee of your Company.

The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Company's website viz. www.hindalco.com

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 ("the Act") read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in Annexure–VI to this report.

BUSINESS RESPONSIBILITY REPORT:

As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section of Business Responsibility Report forms part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined by the Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal auditors, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL

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

SUBSIDIARY, JOINT VENTURES OR ASSOCIATE

COMPANIES:

The financial statements of your Company's subsidiaries and related information have been placed on the website of your Company viz. www.hindalco com and also available for inspection during business hours at the registered office of your Company. Any Member, who is interested in obtaining a copy of financial statements of your Company's subsidiaries, may write to the Company Secretary at the Registered Office of your Company.

In accordance with the provisions of the section 129 (3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, associates and Joint Venture is attached as Annexure–VII to this Report.

The names of Companies which have become or ceased to be subsidiaries, Joint Ventures and associates are also provided in the aforesaid statement.

OTHER DISCLOSURES:

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

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

— There was no revision in the financial statements.

— Your Company has not issued any sweat equity shares.

— Mr. D. Bhattacharya and Mr. Satish Pai are directors on the Board of Novelis Inc, wholly owned subsidiary. They are in receipt of annual fee of US$ 1,55,000 and US$ 1,50,000 respectively in the calendar year 2014.

— There was no change in the nature of business.

— During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2015, there were no deposits which were unpaid or unclaimed and due for repayment.

Further, as the Company had not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, in the previous year(s) and as there were no deposits which were unclaimed and due for repayment, as on March 31, 2014, there has been no default in repayment of deposits or payment of interest thereon during the year under review.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Hon'ble Ministers, Secretaries and other officials of the Ministry of Mines, Ministry of Coal, the Ministry of Chemicals and Fertilizers and various State Governments. Your Directors thank the Financial Institutions and Banks associated with your Company for their support as well.

Your Company's employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Kumar Mangalam Birla

Chairman

(DIN: 00012813

PLACE :Mumbai

Dated : 28th May, 2015

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