CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Sterlite Industries (India) Ltd. ('Sterlite' or 'the Company') believes that a high standard of corporate governance is key to ensure business success. The Company believes in conducting its affairs in a fair and transparent manner and maintaining the highest ethical standards in its dealings with all its constituents. Sterlite's mission is to constantly review its systems and procedures to achieve the highest level of corporate governance in the overall interest of all the stakeholders.
The Directors of the Company continue to be committed to the highest standards of corporate governance practices in its management of the affairs of the Group and accountability to their shareholders. The Board believes that sound corporate governance is essential to achieving the Company's strategy to create a world class metals and mining Group and generate strong financial returns. The Directors are especially aware of the need for a strong corporate governance framework in the current climate and the need not only to reflect the changing nature of the Group's businesses but the environment in which it operates. It has, therefore, adopted practices mandated in Clause 49 and established procedures and systems to be fully compliant with it.
MANAGEMENT'S PERSPECTIVE ON CORPORATE GOVERNANCE
The Company aims at achieving transparency, accountability and equity across all facets of operation and in all interactions with stakeholders, while fulfilling the role of a responsible corporate representative committed to sound corporate practices.
Sterlite Industries (India) Limited ('Sterlite' or 'the Company') adheres to good corporate practices which constantly undergo changes and betterment, keeping its core goal in mind — maximising stakeholder value. Adherence to the business ethics and commitment to Corporate Social Responsibility will help the Company achieve excellence. The Company believes that all its operations and actions must ultimately enhance overall benefits over a sustained period of time.
Sterlite believes that the affairs of the Company shall be conducted by following the best practices and principles — whether it is in relation to the customers, employees, stakeholders or the community. The Company's Corporate Governance structure is based on the following principles:
Trusteeship: A transparent and independent Board with a balanced composition and size can provide effective leadership to the Company. The Board is the trustee for all the stakeholders.
The Company aims at achieving transparency, accountability and equity across all facets of operation and in all interactions with stakeholders, while fulfilling the role of a responsible corporate representative committed to sound corporate practices.
Entrepreneurship: Empowering the management and employees, especially women, to showcase strength, ownership, innovation and passion to excel and lead.
Creating value: Efficient resource management to enhance enterprise value and return on investment.
Concern and respect for people and environment: Working for the society and community.
The above principles are reflected in the Company's day-to-day initiatives and policies. The Board of Directors remains at the helm of affairs, guiding the Company by approving the broad framework and policies, the annual operation plans, budgets and expansion plans. The day-to-day management is managed by the Copper Management Committee (CMC) comprising of the CEO, Finance Head, Business Heads, Head HR and Marketing which acts as the bridge between the Board and the Management.
This chapter, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, reports Sterlite's compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.
THE BOARD OF DIRECTORS ('BOARD')
Composition of the Board
The Board reviews, approves the Company's strategic, operational and financial plans, guides corporate strategy, takes key strategic decisions, reviews the major plans of action, i.e. decisions concerning the capital of the Company, including capital restructure, capital returns and security issue and buy backs etc., risk policy, review, approve annual budgets and business plans and monitor performance against corporate strategy.
The Company's Board comprises of seven Directors. Mr. Anil Agarwal, Chairman (Non Executive) and Mr. Navin Agarwal, Executive Vice-Chairman are the two promoter Directors and Mr. D. D. Jalan is the Whole-time Director. In addition to the promoter directors, there are four Non-Executive Independent Directors, viz., Mr. Gautam Doshi, Mr. A. R. Narayanaswamy, Mr. Berjis Desai and Mr. Sandeep Junnarkar. All the Independent Directors meet the independence criteria as required under Clause 49 of the Listing Agreement. Table 1 gives the composition of the Board of Directors of the Company with the details of the number of meetings attended by them, the Directorship and membership in other companies.
Number of Board Meetings
In 2011-12, the Board of the Company met nine (9) times on April 25, 2011, July 23, 2011, July 25, 2011, September 26, 2011, October 24, 2011, December 13, 2011, January 23, 2012, February 25, 2012 and March 28, 2012. The maximum gap between any two Board meetings was less than four months. Table 1 gives the details Directors' Attendance Record and Directorships
Directors with Material Pecuniary or Business Relationships with the Company
As mandated by Clause 49, the Independent Directors on Sterlite's Board:
a) Apart from receiving Director's remuneration, do not have any material pecuniary relationships or transactions with the Company, its promoters, its Directors, its senior management its holding Company or its subsidiaries and associates which may affect the independence of the Director.
b) Are not related to promoters or persons occupying management positions at the Board level or at one level below the Board.
c) Have not been an executive of the Company in the immediately preceding three financial years.
d) Are not partners or executives or were not partners or executives during the preceding three years of the:
(i) Statutory audit firm or the internal audit firm that is associated with the Company.
(ii) Legal firm(s) and consulting firm(s) that have a material association with the Company.
e) Are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Director.
f) Are not substantial shareholders of the Company i.e. do not own two percent or more of the block of voting shares.
g) Are not less than 21 years of age.
Transactions with related parties are disclosed in Note no. 57 forming part of the financial statements of the year. There has been no materially relevant pecuniary transaction or relationship between the Company and its nonexecutive and / or independent Directors during the year 2011-12.
Information presented to the Board
Amongst other matters, information presented to the Board includes:
i. Annual operating plans and budgets and any update thereof;
ii. Capital budgets and any updates thereof;
iii. Annual Accounts, Half-yearly and Quarterly results for the company and operating divisions and business segments;
iv. Upates on all projects, formation of new special purposes vehicles and any new business being undertaken;
v. Minutes of the meetings of the Audit Committee and other Committees of the Board;
vi. Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary;
vii. Materially important show cause, demand, prosecution notices and penalty notices;
viii. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems;
ix. Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company;
x. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company;
xi. Details of any joint venture or collaboration agreement;
xii. Transactions that involve substantial payment towards goodwill, brand equity or intellectual property;
xiii. Significant labour problems and their proposed solutions. Any significant development in human resources / industrial relations front like signing of wage agreement, implementation of voluntary retirement scheme, etc.;
xiv. Sale of material nature of investments, subsidiaries, assets, which is not in the normal course of business;
xv. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material;
xvi. Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer, etc.;
xvii. Statement of significant transactions and arrangements entered by unlisted subsidiary Companies;
xviii. Declaration of Dividend;
xix. General notices of interest of Directors;
xx. Internal audit findings (through the Audit Committee);
xxi. Subsidiary companies minutes, financial statements, significant investments and other significant transactions and arrangements, if any.
In addition to the areas described above, the Company's Audit Committee looks into internal controls and security of the Company's critical IT applications, the internal and control assurance audit reports of all divisions and deviations from the Code of Business Principles, if any (covered in a separate section on audit committee).
The Board of Sterlite Industries (India) Ltd. is presented with detailed notes along with the agenda papers. The Board periodically reviews the compliance status of all laws applicable to the Company as certified by all the departmental heads as well as steps taken by to rectify instances of non-compliances. The Board also reviews the minutes of the meetings of the Board of all unlisted subsidiaries.
Orientation and Training Programme
The Company follows a system of 'Orientation Programme' for any new director who joins on the Board of the Company. The concerned director is taken through an orientation process which includes plant visits and detailed presentation of the process and business of the Company, meeting with unit level and Senior Management team. During the year, Mr.A.R. Narayanaswamy was inducted as an Non Executive Independent Director of the Company, who went through the orientation programme which included information / details about the Company from the date of incorporation of the Company, its growth, corporate actions, corporate acquisitions and plant visits to understand better the operational activities.
Code of Business Ethics and Conduct
The Company has a well defined and approved 'Code of Business Ethics and Conduct' (in short called as 'Code of Conduct' / 'COC') applicable to all Board members, Senior Management and employees of the Company. The code of business conduct and ethics was amended during the year to include applicable provisions of the U.K . Bribery Act, 2010. The code of business ethics and conduct is available on the website of the Company, (www.sterlite-industries.com). All Board members and Senior Management personnel have affirmed compliance with the code of business ethics and conduct. The Chief Executive Officer (CEO) and the Whole-time Director and Chief Financial Officer (CFO) has also confirmed and certified the same (certification is enclosed at the end of this report).
The Company has adopted the Turnbull Risk Matrix framework for risk management. The matrix identifies all the major risk on stand alone basis that is applicable to the copper business. All the respective operating subsidiaries have their own risk management framework which is reviewed by their respective Board. During the year, the updated risk matrix was presented to the Audit Committee and Board members on the enterprise-wide risk management. The Company takes a very structured approach to the identification and quantification of each risk and has a comprehensive risk management framework. Risks are identified through a formal risk management programme with the active involvement of business managers, Senior management both at the entity level and corporate level. The Company maintains a risk register and matrix which is regularly reviewed. The overall risk management programme is reviewed by the audit committee on behalf of the Board. For further information of Company's risk management framework and policy, please refer to the details stated in the Management discussion and Analysis.
Related Party Transactions
All the related party transactions are strictly done on arm's length basis. The Company presents a detailed statement of all related party transactions before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority.
Attention of the Members is drawn to the disclosures of transactions with the related parties set out in Notes to Accounts forming part of the Annual Report.
Statutory Compliance, Penalties and Strictures
The Company has complied with the requirements of the Stock Exchanges / SEBI and Statutory Authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by these authorities in the last three years.
As part of Code of Conduct, the Company has a Whistle Blower Policy, where any instance of non-adherence to the Policy or any observed unethical behaviour is to be brought to the attention of the Head of Management Assurance Services. During the year, the concerns reported under this mechanism have been scrutinised and appropriate actions taken. It is also confirmed that no personnel has been denied access to the Audit Committee.
COMMITTEES OF THE BOARD
The Board Committees focus on specific area and make informed / appropriate decisions within the authority delegated to each Committee guided by its charter, which defines the composition, scope, responsibilities and powers of the Committee. The Committee also make specific recommendations to the Board on various matters from time to time. All observations, recommendations and decisions are placed before the Board for information and their approval / consent.
As on March 31, 2012, Sterlite's Audit Committee consisted of Mr. Gautam Doshi, Chairman and Independent Director, Mr. A.R. Narayanaswamy Independent Director, Mr. Sandeep Junnarkar, Independent Director, and Mr. Berjis Desai, Independent Director. Mr. Gautam Doshi and Mr. A.R. Narayanswamy are the financial experts in the Audit Committee and all members of the Audit Committee have accounting and financial management knowledge and expertise.
The Committee met six (6) times during the course of the year on April 25, 2011, July 25, 2011, September 22, 2011, October 24, 2011, January 23, 2012 and March 28, 2012. Table 3 gives attendance record.
The functions of the Audit Committee of the Company include the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
5A Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up thereon.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
11. Reviewing the company's risk management policies and functioning of the Whistle Blower Mechanism.
12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
12A Approval of appointment of Chief Financial Officer (CFO) (i.e. the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
13. Reviewing any changes in the accounting policies or practices as compared to the last completed financial year and commenting on any deviation from the Accounting Standards.
14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee is empowered, pursuant to its terms of reference to:
a) Investigate any activity within its terms of reference and to seek any information it requires from any employee.
b) Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.
The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:
Management discussion and analysis of financial condition and results of operations.
Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
Management letters / letters of internal control weaknesses issued by the statutory auditors.
Internal audit reports relating to internal control weaknesses.
The appointment, removal and terms of remuneration of the chief internal auditor.
The Audit Committee of the Company reviews the financial statements of the subsidiary companies, during the year, the Audit Committee also reviewed the investments made by the subsidiary companies, minutes of the Board meeting of the subsidiary companies and statement of all significant transactions and arrangements entered into by the subsidiary companies. No Indian subsidiary of the Company falls under the term 'material non-listed Indian subsidiary as defined under Clause 49 of the Listing Agreement.
The Audit Committee is also appraised on information with regard to related party transactions by being presented with:
A statement in summary form of transactions with related parties in the ordinary course of business.
Details of material individual transactions with related parties which are not in the normal course of business.
Details of material individual transactions with related parties or others, which are not on an arm's length basis along with management's justification for the same.
Shareholders'/Investors' Grievances Redressal Committee
The Shareholders' Grievance Redressal Committee of the Company reviews matters related Grievances of shareholders and investors. The Committee primarily focuses on review of investor complaints and its redressal, queries received from investors i.e. transfer of shares, issue of share certificates, non-receipt of Annual Report, non-receipt of declared dividends etc. and reviews the Report presented by the Share Transfer Agent of the Company. The Committee comprises of three members: Mr. Sandeep Junnarkar who is Chairman of the Committee, Mr. Berjis Desai and Mr. D. D. Jalan, Whole-time Director being the other members. The Committee met four (4) times during the year on April 25, 2011, July 25, 2011, October 24, 2011 and January 23, 2012. Table 4 gives the details of attendance.
Nominations Governance and Remuneration Committee
The Company's Remuneration Committee is responsible for recommending the fixation and periodic revision of remunerations (including commissions and/or incentives, etc.) of Whole-time Directors / Executive Directors. This is done after reviewing their performance based on pre-determined evaluation parameters and the Company policy of rewarding achievements and performance.
Payment of remuneration to the Executive Vice-Chairman, Managing Director and Whole-time Director is governed by the respective agreements executed between them and the Company and are governed by Board and shareholder's resolutions. The remuneration structure comprises of salary, commission linked to profits, perquisites and allowances and retirement benefits (pension, superannuation and gratuity). Table 5 details the composition and attendance records of the Remuneration Committee.
Remuneration of Directors
1. Relationship determined on the basis of criteria of Section 6 of the Companies Act, 1956.
2. Sitting fees are paid for Board level Committees like Audit Committee, Investors Grievance Committee and Remuneration Committee.
3. Commission to Non-Executive Independent Directors is payable for the financial year ended March 31, 2012. With respect of Executive Directors (Mr.Navin Agarwal and Mr. D.D. Jalan), a performance based payment was made. The payment is based on both operational and financial performance of the Company.
4. The Company's parent / ultimate holding Company, Vedanta Resources Plc has granted its stock options to Company's Executive Directors. The fair value for the year in relation to option granted to Mr.Navin Agarwal is
Rs. 23,980,342 and Mr.D.D. Jalan is Rs. 7,045,536. The options have a vesting period of three years from the date of granting.
5. Mr. Navin Agarwal's service contract expired on July 31, 2008. It has been extended for a further period of 5 (five) years from August 1, 2008 to July 31, 2013.
6. The Company has not made any payments to M/s Junnarkar & Associates and J.Sagar and Associates, in which Mr. Sandeep Junnarkar and Mr. Berjis Desai respectively, are partners.
7. Mr. D.D. Jalan was appointed as a Whole Time Director and service contract executed for a period of 2 (two) till December 23, 2010. It has been extended for a further period of two (2) years from December 24, 2010 to December 23, 2012.
8. Information relating to the Remuneration paid or payable to the Director does not include payment for gratuity which provided for employee on an overall basis.
Share / Debenture Transfer Committee
The Board of Directors have delegated the power to approve share / debenture transfers, transmission and consider split / consolidation requests to the Share / Debenture Transfer Committee. The Company's Share / Debenture Transfer Committee were reconstituted with new members' viz. Mr. P Ramnath, CEO, Sterlite Copper, Mr. Sridhar Narasimhan, Associate Vice President - Finance and Mr. Rajiv Choubey, company Secretary and Head Legal. The Share / Debenture Transfer Committee met Twelve times during the year
Finance Standing Committee
The Finance Standing Committee consisted of Directors and Officials of the Company, namely Mr. Navin Agarwal, Mr. D. D. Jalan, Mr. M.S. Mehta, Mr. Tarun Jain and Mr. C. Prabhakaran. The Charter of the Committee authorises on behalf of the Company, any changes in authorised signatories for banking operations, delegation of powers for day to day excise and sales tax matters, authorisation to specific employees for certain contractual obligations and such other delegations as may be required. The Committee met once during the year and other items were approved by circulation.
Clause 49 defines a 'material non-listed Indian subsidiary' as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.
As on March 31, 2012, the Company has no such material non-listed subsidiaries.
Management Discussion and Analysis
This annual report has a detailed chapter on Management Discussion and Analysis.
Disclosures by Management to the Board
All disclosures relating to financial and commercial transactions where directors may have a potential interest are provided to the Board, and the interested directors do not participate in the discussion nor do they vote on such matters.
Disclosure of Accounting Treatment in Preparation of Financial Statements
Sterlite has followed the guidelines of accounting standards referred to in Section 211(3C) of the Companies Act, 1956 including Accounting Standard (AS)-30 on 'Financial Instruments : Recognition and Measurement' and Limited revision arising out of it in other Accounting Standards, issued by 'The Institute of Chartered Accountants of India'.
Code of Prevention of Insider Trading Practices
In compliance with the SEBI regulation on prevention of insider trading, the Company has instituted a comprehensive code of conduct for its directors, management and officers. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of company, and cautioning them of the consequences of violations. The code clearly specifies, among other matters, that the Directors and specified employees of the Company can trade in the shares of the Company only during 'Trading Window Open Period'. The trading window is closed during the time of declaration of results, dividend and material events, etc. as per the Code. A yearly disclosure is taken from all the directors and Designated Employees of the Company.
The Company Secretary is the Compliance Officer
CEO / CFO CERTIFICATION
The CEO and CFO certification of the financial statements for the year is enclosed at the end of the report.
CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009
The Ministry of Corporate Affairs introduced a set of voluntary guidelines called "Corporate Governance - Voluntary Guidelines 2009" for a good corporate governance practices to enhance companies' value and stakeholders trust. The Company's polices, practices, guidelines, Charters adopt to most of the elements of the Corporate Governance Voluntary Guidelines 2009.
Appointment / Re-appointment of Directors
Profile of Mr. Anil Agarwal who retires by rotation is provided herewith.
Anil Agarwal, who founded the Sterlite /Vedanta group in 1976, is our Chairman and was appointed to our board of directors in 1978. In addition to his role as Chairman he is also the Executive Chairman of Vedanta Resources Pl, UK. Mr. Agarwal was previously our Chairman and Managing Director and Chief Executive Officer from 1980 until the expiration of his term in October 2004. Mr. Agarwal was also the Chief Executive Officer of Vedanta from December 2003 to March 2005. Mr. Agarwal has over 36 years of experience as an industrialist and has been instrumental in our growth and development since our inception. Mr. Agarwal is the son of Mr. Dwarka Prasad Agarwaland the brother of Mr. Navin Agarwal.
1. Sterlite Technologies Limited: Chairman
2. Vedanta Resources Plc, UK: Executive Chairman
Private / Section 25 Company
1. Anil Agarwal Foundation Director - Under Section 25 of Companies Act, 1956
Berjis Minoo Desai
Berjis Minoo Desai is our Non-Executive Director and was appointed to our board of directors in January 2003. Mr. Desai is a solicitor and managing partner of Messrs J. Sagar Associates since April 2003 specializing in mergers and acquisitions, securities, financial and international business laws and international commercial arbitration. Mr. Desai has a Bachelor of Arts and a Bachelor of Law from the University of Mumbai and a Master of Law from the University of Cambridge, UK.
A. R. Narayanaswamy
A. R. Narayanaswamy, non-executive and independent director and was appointed as additional director on the Board of Directors in July 2011. The appointment of Mr. Narayanaswamy will be confirmed at the forthcoming Annual General Meeting. He has over 35 years of experience as a Chartered Accountant. Mr. Narayanaswamy has a Bachelor of Commerce from the University of Mumbai. He is a member of the Institute of Chartered Accountants of India. He consults for companies in accounting, financial management and information technology areas across several industry verticals.
Communication to Shareholders
Sterlite Industries (India) Ltd. puts forth key information about the Company and its performance, including quarterly results, official news releases, and presentations to analysts, on its website www.sterlite-industries.com regularly for the benefit / information of the public at large.
During the year, the quarterly results of the Company's performance have been published in leading newspapers such as 'The Economic Times' in English and in one of the local Tamil dailies, i.e. in the vernacular. Hence, they are not separately sent to individual shareholders. Sterlite, however, furnishes the quarterly and half-yearly results on receipt of a request from any shareholder.
Investor Grievances and Shareholder Redressal
The Company has appointed, M/s. Karvy Computershare Private Limited, as its Registrar and Share Transfer Agent, who are fully equipped to carry out share transfer activities and redress investor complaints. Company Secretary is the Compliance Officer for redressal of all shareholder's grievances.
Disclosure on Materially Financial and Commercial Transactions with Senior Management
Disclosures on materially significant related party transactions i.e., transactions of the Company of material nature, with its Promoters, the Directors or the management, their relatives, or subsidiaries, etc. that may have potential conflict with the interests of the Company at large.
None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of members is drawn to the disclosures of transactions with related parties as set out in Notes no. 57 forming part of the financial statement in the Annual Report.
The details of compliance of the non-mandatory requirements are listed below.
1. Chairman's Office
The Company's Chairman is a Non Executive Director and maintains the Chairman's office at the Company's expenses.
2. Remuneration Committee
Details of the composition and function of the Remuneration Committee are given in the section 'Committees of the Board'.
3. Shareholder Rights - furnishing of half-yearly results
Details of the shareholder's rights in this regard are given in the section 'Communication to Shareholders'. The Company has also initiated and sends the quarterly financials results and press release to the registered e-mail addresses of the shareholders
4. Audit Qualifications
During the current financial year, there are no audit qualifications in the financial statements. The Company continues to adopt appropriate best practices in order to ensure unqualified financial statements.
5. Training of Board Member
The details have been provided in a separate section in the Report.
6. Mechanism for Evaluating Non-Executive Board Members
Based on the criteria of contribution, guidance, attendance and role played towards Company's performance, the Independent Non Executive Board members are annually evaluated.
7. Whistle Blower Policy
The Company has a Whistle Blower Policy.
8. Auditor's Certificate on Corporate Governance
The Company has obtained a Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance, as mandated in Clause 49. The certificate is annexed to this report.
Additional Shareholder's Information
In the year June 2007, the Company issued 150,000,000 and in July 2009, the Company issued 131,906,011 American Depository Shares (ADS), which are listed and traded in the New York Stock Exchange (NYSE) of which 104,604,802 were outstanding as on March 31, 2012. In the event of stock split of face value from Rs. 2/- to Rs. 1/- each and Bonus in the ratio of 1:1 during the financial year 2010-2011, every four (4) equity shares represent one (1) ADR as on March 31, 2012. As of the year end there were 11 registered holders of the ADS's. Citibank N.A., New York acts as the Depository for the ADS / ADR issued by the Company.
Annual General Meeting
Date: Saturday, July 14, 2012
Time: 12.00 Noon
Venue: Tamira Niketan SIPCOT Industrial Complex Madurai Bye pass Road, T. V Puram PO. Tuticorin 628 002, Tamil Nadu
April 01 to March 31.
The tentative financial calendar for the year ending March 31, 2013 is given below.
Board Meetings for considering the quarterly results for the first three quarters for the financial year ending March 31, 2013: Within 45 days from the end of each quarter
Board Meeting for considering audited results for the last quarter and for the financial year ending March 31, 2013: Within 60 days from the end of the financial year
The books will be closed from Wednesday, June 27, 2012 to Saturday, June 30, 2012 (both days inclusive) as annual closure for the Annual General Meeting.
The Board of Directors in their Meeting held on October 24, 2011 had approved payment of interim dividend Rs. 1 per share on Equity Share of Rs. 1 each, which was paid on November 3, 2011. The Board has recommended a Final Dividend of Rs. 1 per share in their meeting held on April 25, 2012 taking the total dividend to Rs. 2 per equity share for the Financial Year 2011-2012. The Final dividend of Rs. 1/- per share is subject to the approval by the shareholders at the ensuing Annual General Meeting.
Listing of Shares & ADRs on Exchanges a longwith the Stock Codes
Stock Exchanges: Code
Bombay Stock Exchange Limited
Phironze Jeejeebhoy Towers, Dalal Street Mumbai - 400 001
National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex
Bandra (East), Mumbai - 400 051
For ADRs: Code CUSIIP
New York Stock Exchange 20 Broad Street New York,
NY 100005 United States of America
S LT: 859737207
The ISIN number (or demat number) for Equity Shares of the Company on both the depositories ie NSDL & CDSL is INE268A01049
All listing and custodial fees to the Stock Exchange and depositories have been paid to the respective institutions.
Share Transfer Agents and Share Transfer and Demat system
Sterlite executes share transfers through its share transfer agents, whose details are given below
Karvy Computershare Private Limited
Plot No. 17-24, Vittal Rao Nagar
Cyberabad, Madhapur, Hyderabad 500081
Tel.: +91-40-2342 0818
Fax: +91-40-4465 5000
Contact Person: Mr. K. S. Reddy
In compliance with the SEBI circular dated December 27, 2002, requiring share registry in terms of both physical and electronic mode to be maintained at a single point, Sterlite has established direct connections with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the two depositories, through its share transfer agent.
Shares received in physical form are processed and the share certificates are returned within stipulated time from the date of receipt, subject to the documents being complete and valid in all respects. The Company has, as per SEBI guidelines, offered the facility for dematerialized trading.
The Company's equity shares are under compulsory dematerialized trading. Shares held in the dematerialized form are electronically traded in the Depository. The registrar and the share transfer agent of the Company periodically receives data regarding the beneficiary holdings, so as to enable them to update their records and send all corporate communications, dividend warrants, etc.
As on March 31, 2012, dematerialized shares accounted for 97.56 percent of total equity.
Reconciliation of Share Capital Audit Report
Pursuant to Clause 47 (c) of the Listing Agreement with the Stock Exchanges, certificate on half yearly basis, was issued by Mr. S Anand SS Rao, a Company Secretary, in Practice for due compliance of share transfer formalities by the Company. An audit was also carried by Mr. S Anand SS Rao to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
The investor complaints is monitored on quarterly basis by Investor Grievances Committee. The Complaints are handled by Karvy Computer Share (P) Ltd. and the Company Secretary reviews the same. A snapshot of the same is given below in table 10.
Copper Anodes (Smelter), Refinery, Continuous Cast Copper Rods: Tuticorin (Tamil Nadu)
Copper Cathodes (Refinery) and Continuous Cast Copper Rods: Chinchpada (Silvassa, Union Territory of Dadra and Nagar, Haveli)
Continuous Cast Copper Rods: Piparia (Silvassa, Union Territory of Dadra and Nagar, Haveli)
Investor Correspondence Address
For shares held in physical form
Karvy Computershare Private Limited
Plot No. 17-24, Vittal Rao Nagar Cyberabad,
Madhapur, Hyderabad 500081
Tel.: +91-40-2342 0818
Fax: +92-40-4465 5000
Contact Person: Mr. K. S. Reddy
For Shares held in dematerialised form To the Depository Participant
Compliance Officer for Investor Redressal
Mr. Rajiv Choubey, Company Secretary
Sterlite Industries (India) Ltd.
SIPCOT Industrial Complex
Madurai Bypass Road, T.V. Puram PO.
Tuticorin 628 008, Tamil Nadu, INDIA
Tel.: +91-461- 4242 591
Fax: +91-461- 4242 829
For and on behalf of the Board of Directors,
Dated: April 25, 2012