DIRECTORS' REPORT TO THE MEMBERS, Your Directors are pleased to present the Annual Report for the Financial Year 2014-15 together with the audited accounts of the Company for the year ended March 31, 2015. PERFORMANCE Fiscal Year 2014-15 closed with Revenues of Rs.3030 Crores, EBITDA of Rs.386 Crores, PAT of Rs.84 Crores and EBITDA margins of 13%. The telecom business had revenues of Rs.1530 Crores at an EBITDA margin of 23% and the power business had revenues of Rs.1500 Crores at an EBITDA margin of 3%. MATERIAL EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS A. CORPORATE RESTRUCTURING In the Board Meeting held on May 18, 2015, the Board of Directors ("The Board") of the Company has approved a Corporate Restructuring plan. As a result of this restructuring, Sterlite Technologies Limited ("STL") will become a pure-play Telecom Products & Solutions company providing Broadband Solutions for Fully Converged Networks. The Board approved to demerge the Power Products Business and the Power Transmission Grid Business into a separate entity named 'Sterlite Power Transmission Ltd.' ("SPTL"). The Chairman of the Company, Mr. Anil Agarwal, believes that the proposed restructuring is an important step in the direction of our vision to create two unique pure-play business entities, one focused on Broadband Solutions for Converged Networks and other focused on providing Solutions and Creating World Class Power Transmission Infrastructure. Both these businesses will be attractively positioned to play an integral role in development of the country through several initiatives like 'Digital India' and Power 24x7'. The corporate restructuring is viewed by the Company as a potential value creator for all shareholders combined with an objective of bringing a sharper and independent focus on both the segments, which have reached a certain scale and addressing two distinct opportunities of sustainably large magnitudes. It will essentially provide two separate and distinct platforms, one for Telecom business, which is in a high growth stage on the backdrop of huge data consumption opportunity and the other for Power business, which will be a strategic vehicle for creation of infrastructure assets in the growing transmission sector. Considering the differentiated attributes, the inherent business models and capital requirement of each of these businesses, the equity shares of the telecom business will continue to be publicly listed, while those of the newly formed power business will remain unlisted. The decision to keep the equity shares of the power business unlisted is in line with the global model for such infrastructure companies, which are not amiable to quarterly public market reporting requirements and need operational freedom and capital structure flexibility. Accordingly, this restructuring will essentially allow investors the choice to continue to be associated with all these businesses, or only specifically invest in businesses that best suit their respective investment philosophy. It also creates an opportunity for value discovery of each business independent of the other. The restructuring has been undertaken after careful consideration and review by the Board and also echoes the feedback received from the investor community. Once the demerger scheme is effective, after due regulatory approvals, shareholders of STL will continue to retain their equity share of Rs. 2 each in STL (pure-play Telecom Company). Additionally, for every five equity share of Rs.2 each held in STL, the shareholders will have an option to receive one equity share of Rs.2 each of SPTL issued at a premium of Rs.110.30 or one Redeemable Preference Share (RPS) of Rs.2 each issued at a premium of Rs.110.30 each. The shareholders will have the option of continuing to be invested in SPTL or redeeming the RPS through liquidity options. The RPS will be redeemable within 30 days of issue, if opted for. The value of SPTL has been decided by the Board based on the recommendation of 2 reputed Independent Valuers (Price Waterhouse & Co. LLP and Haribhakti & Co. LLP). The value of the demerged undertaking after taking into consideration the allocation of debt would be Rs.885 crores, implying a value of Rs.22.46 per equity share of STL. Post this, as of 31st March 2015, on a proforma basis, STL will retain a consolidated net debt of Rs.674 crores against a pre-restructuring consolidated net debt of Rs.4,881 crores. The share entitlement ratio report has been prepared by Price Waterhouse & Co. LLP with a fairness opinion done by Axis Capital who are acting as financial advisers to STL. The Company has also appointed BSR and Co. as tax advisors and Khaitan & Co. as legal advisors to the proposed transaction. The Appointed Date for the demerger is April 1,2015, and the demerger is expected to be completed by 0.4, FY16. The proposed Corporate Restructuring is subject to approval by the High Court, SEBI, Shareholders of STL, its creditors and other relevant regulatory authorities. B. SHIFTING OF REGISTERED OFFICE OF THE COMPANY In furtherance of the proposed Demerger Scheme of the Company and considering large shareholders base in Maharashtra, the Board of Directors of the Company in the meeting held on May 18, 2015 has, subject to statutory approvals, approved the shifting of registered office of the Company from Survey No. 68/1, Rakholi Village, Madhuban Dam Road 396 230, Union Territory of Dadra & Nagar Haveli, India to E-1,Waluj, MIDC Industrial Area, Aurangabad-431 136, Maharashtra, India. DIVIDEND The Board of Directors are pleased to recommend a dividend of 30% (Rs. 0.60 per share of Rs. 2/- each) for the Financial Year 2014-15. The distribution of dividend will result in payout of Rs. 23.64 Crores excluding tax on dividend. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Company proposed to carry nil amount to reserves for the FY 2014-15. The dividend will be paid to members whose names appear in the Register of Members as on the Record Date and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review giving detailed analysis of Company's operations and segment-wise performance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report. BOARD MEETINGS During the Financial Year 2014-15, six meetings of the Board of Directors were held on April 30, 2014; July 04, 2014; July 31, 2014; September 30, 2014; October 31,2014 and January 22,2015. The maximum time-gap between any two consecutive meetings did not exceed four months. Video/Tele-conferencing facilities are used to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings. COMPOSITION OF AUDIT COMMITTEE The Board has constituted the Audit Committee which comprises of Mr. Arun Todarwal as the Chairman, Mr. A R Narayanaswamy, Mr. C V Krishnan and Mr. Pravin Agarwal as the members. More details on the Committee are given in the Corporate Governance Report. The Board of Directors has accepted all the recommendations given by Audit Committee during the FY 2014-15. DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to Section 149 read with Section 152 of the Companies Act, 2013, the provisions in respect of retirement of directors by rotation shall not be applicable to Independent Directors. Accordingly, Mr. Pravin Agarwal, Whole-time Director retires by rotation at the ensuing Annual General Meeting. Pursuant to the provisions of Sections 149, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the Company in its last Annual General Meeting appointed Mr. Arun Todarwal, Mr. A R Narayanaswamy, Mr. C V Krishnan and Mr. Haigreve Khaitan as Independent Directors of the Company for a term of 5 (five) years commencing from April 1, 2014 up to March 31, 2019. During the year under review, Mr. Haigreve Khaitan, Non-Executive Independent Director of the Company, due to pre-occupation, has tendered his resignation from the office of Director of the Company. The Company expresses its appreciation for the assistance and guidance provided by Mr. Haigreve Khaitan during his tenure as Director of the Company. Pursuant to provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company appointed Ms. Avaantika Kakkar as Additional Director of the Company in the capacity of "Non-Executive Independent Director" effective from December 29, 2014. Ms. Kakkar has experience in structured finance, foreign direct investment, private equity, acquisition transactions and joint ventures. According to Section 161 of the Companies Act, 2013, Ms. Kakkar will hold the office of Director up to date of ensuing Annual General Meeting. The Company has received Notice of Candidature from Ms. Avaantika Kakkar along with deposit amount of Rs. 1,00,000/- in which she expressed her intention to propose her candidature for being appointed as a Non-Executive Independent Director of the Company at ensuing Annual General Meeting of the Company. It is proposed to appoint Ms. Avaantika Kakkar as Independent Directors of the Company for a term of 5 (five)years commencing from December 29,2014. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report. The Company has received declarations from all the Independent Directors oftheCompanyconfirmingthat they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the processes for evaluation of performance of Independent Director and the Board. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination 6 Remuneration and other Committees. A structured evaluation was conducted after taking into consideration inputs received from the Directors, covering various aspects of the Board's plus knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy details are stated in the Corporate Governance Report. Pursuant to Section 203 of the Companies Act, 2013 and rules made there under, the Board of Directors of the Company in its meeting held on April 30, 2014 has appointed following persons as Key Managerial Personnel of the Company with the effect from April 1, 2014. 1. Dr. Anand Agarwal - Chief Executive Officer 2. Mr. Anupam Jindal - Chief Financial Officer 3. Mr. Amit Deshpande - Company Secretary DIRECTORS' RESPONSIBILITY STATEMENT In pursuance of Section 134 (5) of the Companies Act, 2013 (the Act), the Directors state that: a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors 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) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. SUBSIDIARIES AND JOINT VENTURES A report on the performance and financial position of each of the subsidiaries and joint venture companies as per the Companies Act, 2013 is provided as part of the consolidated financial statement and hence not repeated here for the sake of brevity. During the year under review, following are the details of the companies which have become or ceased to be Company's subsidiaries or joint ventures companies - A) Companies which have become subsidiaries during the Financial Year 2014-15 - • Sterlite Power Grid Ventures Limited • Sterlite Grid 3 Limited • NRSS XXIX Transmission Limited • Sterlite Power Technologies Private Limited • Sterlite Display Limited B) Companies which ceased to be subsidiaries during the Financial Year 2014-15 - Nil C) Companies which have become/ceased to be a joint venture or associate during the Financial Year 2014-15 - Nil As per the listing agreement, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the compay's website: www.sterlitetechnolgies.com RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval on a quarterly basis. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions with Related Parties are provided as Annexure V to the Directors' Report. ACCOUNTS In terms of Section 136(1) of the Companies Act, 2013, copies of the Financial Statements including the audited Balance Sheet, the Statement of Profit & Loss, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company undertakes that the financial statements of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The financial statements of the subsidiary companies will also be kept for inspection by any member at registered office of the Company and that of the respective Subsidiary Companies. The Company shall furnish a hard copy of details of financial statements of subsidiaries to any shareholder on demand. The financial statements of the subsidiary companies will also be available on the website of the Company: www.sterlitetechnologies.com Additionally, the physical (hard) copies of the statement containing the salient features of all the documents, as prescribed in sub-section (1) to Section 136 of the Companies Act, 2013, read with Clause 32 of the Listing Agreement, is being sent to all the shareholders/debenture holders of the Company who have not registered their email address (es) for the purpose. Any shareholder/debenture holder interested in obtaining physical copies of full annual report may write to the "Company Secretary" at the Registered Office of the Company or to Registrar & Transfer Agents on its address as appearing in Corporate Governance section of this Annual Report. CONSOLIDATED FINANCIAL STATEMENT The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements, duly audited by Statutory Auditors, also forms part of this Annual Report. EXPLANATION ON AUDITOR'S COMMENT The paragraph titled "Basis for Qualified Opinion" in the Auditor's Report and over Note No. 45 (A) in Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment. In the year 2004-05 CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Hon'ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. On Company's appeal, the Hon'ble High Court directed that the appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon'ble Supreme Court has also maintained the stay granted by Hon'ble High Court. The Hon'ble Supreme Court considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The status remains same and there was no development during the year under review. Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and this matter does not require any further provisioning. REVISION OF ACCOUNTS FOR FY13-14 Your Company claims deduction for its R&D expenditure under provisions of the Income Tax Act, 1961 for which one of statutory requirement is to maintain the R&D expenditure separately in notes to accounts in the Annual Report. In view of the above and in order to enable the Company to claim benefit of exemption, the Board of Directors in its meeting held on May 18, 2015 approved the revised annual accounts for the Financial Year ended March 31, 2014, incorporating the revised notes to the accounts and accordingly, the statutory auditors of the Company had issued their revised report thereto. Approval of the shareholders to the revised annual accounts for the financial year ended March 31,2014, pursuant to applicable law, is also being sought and is included as part of the Notice convening the Annual General Meeting. STATUTORY AUDITORS M/s. S R B C & Co. LLP, Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. As per Section 139 of the Companies Act, 2013, a Company can appoint an audit firm as auditor for not more than two terms of five consecutive years and for calculating this term, the period prior to the commencement of the Act shall also be taken into consideration. M/s. S R B C & Co. LLP, Chartered Accountants are Statutory Auditors of the Company from the Financial Year 2007-08. Considering the transition period allowed by Companies Act, 2013, M/s S R B C & Co., LLP can be appointed as the Statutory Auditors of the Company for a period of 2 years (FY 2015-16 to FY 2016-17), subject to ratification of Audit Committee, Board of Directors and shareholders every year till the time Auditors complete their term. It is proposed to appoint M/s. S R B C & Co. LLP, Chartered Accountants, (Firm Registration No. 324982E) as the Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company for the FY 2016-17. The Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit. As required under Clause 41 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. COST AUDITORS Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Telecom and Power products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. Kiran Naik, Cost Accountant, to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 2.25 lakhs. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required under the Companies Act, 2013, 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 Members' approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included as part of the notice convening the Annual General Meeting. SECRETARIAL AUDIT REPORT Pursuant to Section 204 of the Companies Act, 2013, Dr. K.R. Chandratre, Practicing Company Secretary, was appointed to conduct the Secretarial Audit for the Financial Year ended March 31,2015. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance as per Clause 49 of Listing Agreement and relevant provisions of Companies Act, 2013. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit function 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 and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions there on are presented to the Audit Committee of the Board. The Audit Committee also met the Company's Statutory Auditors to ascertain their views on the financial statements, including financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal controls and systems followed by the Company. BUSINESS RISK MANAGEMENT In line with the new regulatory requirements, the Company has formally framed a Risk Management Plan to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The plan has different risk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments viz. Telecom and Power. The Audit Committee and Board of Directors periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of the Annual Report. VIGILMECHANISM/WHISTLE BLOWER POLICY The Company has a vigil mechanism named Whistle Blower (WB) Policy to deal with instances of fraud and mismanagement, if any. The details of the WB Policy is explained in the Corporate Governance Report and also posted on the website of the Company. CORPORATE GOVERNANCE The Report on Corporate Governance certifying the compliance of Clause 49 of the Listing Agreement is included in the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure IV. NON-CONVERTIBLE DEBENTURES In addition to the Non-Convertible Debentures issued by the Company in FY 2013-14, the Company has raised Rs. 200 Crores by issuing further Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (NCDs). The Company has maintained 100% asset cover sufficient to discharge the principal amount at all times for its NCDs. The Debentures are listed on the debt segment of BSE Limited as per the SEBI Guidelines and Debt Listing Agreement. The details of debenture trustee are - Axis Trustee Services Limited Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025, Maharashtra, INDIA. Phone No. +91-22-24255216 Fax No. +91-22-24254200 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014, is given as Annexure I and forms part of the Directors' Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the full Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the full Annual Report. Details are provided as Annexure VII of this report. Having regard to the provisions of the first proviso to section 136 (1) of the act and as advised, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email address and is available on the Company's website. EMPLOYEES STOCK OPTION SCHEME As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and June 2010 (ESOP 2010) respectively, in line with Company's philosophy of sharing benefits of growth with the growth drivers. The Company allotted 2,34,720 shares during the year to various employees who exercised their options. The details of the options vested during the year under review are provided in Annexure II to this report, as required under Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The paid up Equity Share Capital as on March 31, 2015 was Rs. 78.81 Crores divided into 39.41 Equity Shares of Rs. 2 each. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (which are still applicable as the relevant sections under the Companies Act, 2013 are yet to be notified), relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 19, 2014 (date of last Annual General Meeting) on the website of the Company (www.sterlitetechnologies.com), as also on the Ministry of Corporate Affairs website. CORPORATE SOCIAL RESPONSIBILITY The Board has constituted Corporate Social Responsibility (CSR) Committee which comprises of Mr. Arun Todarwal, Chairman, Mr. A.R. Narayanaswamy, Mr. Pravin Agarwal and Dr. Anand Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee. As part of its initiatives under "Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY2014-15. During the year, the Company has spent "1.35 crore (around 2.05% of the average net profits of last three financial years) on CSR activities. The Annual Report on CSR activities is annexed here with as "Annexure VI". GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. b) Issue of equity shares with differential rights as to dividend, voting or otherwise. c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. e) No cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company. For and on behalf of the Board of Directors Pravin Agarwal Vice Chairman & Whole-time Director Anand Agarwal CEO & Whole-time Director Place:Pune Date: May 18, 2015 |