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29 February 2024 | 12:00

Industry >> Mining/Minerals

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ISIN No INE205A01025 BSE Code / NSE Code 500295 / VEDL Book Value (Rs.) 106.05 Face Value 1.00
Bookclosure 27/12/2023 52Week High 301 EPS 28.45 P/E 9.42
Market Cap. 99639.71 Cr. 52Week Low 208 P/BV / Div Yield (%) 2.53 / 37.87 Market Lot 1.00
Security Type Other


You can view full text of the latest Director's Report for the company.
Year End :2021-03 


Your Directors take pleasure in presenting the 4th Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council) and the Annual Standalone as well as Consolidated Financial Statements for the financial year ended March 31, 2021 of Vedanta Limited ('Company’).


Company Overview

Vedanta Limited, a subsidiary of Vedanta Resources Limited, is one of the world’s largest suppliers of natural resources, with primary operations in Oil & Gas, Zinc, Lead, Silver, Copper, Iron Ore, Steel, and Aluminium & Power across India, South Africa, Namibia, and Australia. The Company’s strategic capabilities and alliances are singularly focused on creating and preserving value for its esteemed clients and the wider stakeholder fraternity. The Company is among the top private sector contributors to the exchequer with contribution of 34,500 crores in FY 2021.

Vedanta is committed to delivering sustainable and responsible growth, and are committed to sustainability in mining practices, health & safety practices, wellbeing of employees and development of the local communities. The Company has been conferred the CII - ITC Sustainability Awards, Bhamashah Award and certified as FIVE-S Workplace Management System. Vedanta Limited is listed on the BSE Limited and the National Stock Exchange of India Limited and has American Depository Shares (ADS) listed on the New York Stock Exchange.

COVID Strategy

The COVID-19 pandemic is an unprecedented humanitarian and economic crisis. Our metal and mining industry has sought to respond quickly to protect the health of its employees and its communities. These steps are in response to (and often ahead of) emergency measures and lockdowns implemented by governments across the world to control the spread of the pandemic.

During these testing times our priority is to ensure the health and safety of our employees, contractors, and stakeholders, while ensuring the business continuity to the extent possible. At Group level, we have formulated various controls to prevent the spread of infection and thereby maintaining business continuity. We have formalised a Group level COVID task force spearheaded by Ms. Priya Agarwal (Non-Executive Director), Group HSE Head, Comm. Head, HR head, CMO and CEO Nand Ghar. There are business COVID taskforce formalised from diverse departments whose tasks is to implement strong controls and SOPs/protocols, audit the respective units to ensure complete compliance to COVID protocols to prevent the spread of the infection and to monitor and report the proceedings to the business CEO and Group task force.

Even with temporary disruptions we continue building on our strengths and commitment to operational excellence.

Company Performance

Vedanta has a portfolio of world-class, low-cost, scalable assets that consistently generate strong profitability and deliver robust cash flows. We continue to consolidate our position as one of the largest diversified natural resources businesses in the world. We are positioned in the commodities market that have a growing demand in one of the largest and fastest growing economy in the world with a key focus on operational delivery. Asset planning, operational excellence, cost control, productivity enhancement, improvement in realisation, risk mitigation coupled with increasing use of technology, more innovation and digitisation has helped us to enhance the delivery from our assets. Our key priority is to focus on ethics, governance, and social licence to operate, while we continue our journey towards zero harm, zero waste and zero discharge.

The year gone by was challenging, with tremendous uncertainties in the macro environment with the advent of novel coronavirus (COVID-19). However, we were quick to adapt to the emerging realties, backed by the relentless support of our dynamic workforce.

In FY 2021, we saw us achieving some of our best quarters for our three large businesses: zinc, oil & gas, and aluminium. In FY 2021, we were able to sustain our low-cost advantage in aluminium by engaging structural measures. While we have optimised our coal and bauxite source mix, we also continued our journey towards improving on operational efficiencies and debottlenecking our assets for improved capacity utilisation. For Zinc India operations, we completed 1.2 MnT mined metal project activities and sustained production post-transition to a fully underground mining company. We are also achieving strong momentum in silver production and aim to be among the top 3 producers of silver, globally. For Zinc International, our performance ramp-up continues, achieving highest ever production till date at Gamsberg, along with sustained cost reduction. In Oil & Gas we continued delivering on growth projects such as the commissioning of the new gas facility, ramp up of polymer injection, and upgradation of the liquid handing capacity.

As we look forward to the year ahead, we are operationally well positioned to deliver. In Oil & Gas, we are the largest private sector producer of crude oil in India and rank among the world’s lowest cost producer with a pipeline of assets in production, development, and exploration. In Zinc, we are the world’s largest fully integrated zinc-lead producer. In terms of Aluminium, we are India’s largest primary aluminium producer supported by our own captive power generation. We performed exceedingly well on key environmental, social and governance (ESG) aspects during the year. This is validated by our ranking in the Dow Jones Sustainability Index, which improved nine places to 12th globally in our industry.

Key events during the year Delisting

With respect to the voluntary delisting offer of equity shares of the Company from BSE Limited and National Stock Exchange of India Limited made by Vedanta Resources Limited ('VRL’), one of the members of the promoter and promoter group of the Company, the total number of Offer Shares validly tendered by the Public Shareholders in the Delisting Offer was less than the minimum number of Offer Shares required to be accepted by the Acquirers in order for the Delisting Offer to be successful in terms of Regulation 17(1)(a) of the Delisting Regulations. Thus, the Delisting Offer is deemed to have failed in terms of Regulation 19(1) of the Delisting Regulations.

The complete details can be accessed at

Voluntary Open Offer

Pursuant to the Voluntary Open Offer made by Vedanta Resources Limited ("Acquirer") together with Twin Star Holdings Limited, Vedanta Holdings Mauritius Limited and Vedanta Holdings Mauritius II Limited, as persons acting in concert with the Acquirer (" PACs"), to the public shareholders of the Company during the year, in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirer and PACs have acquired 374,231,161 equity shares of the Company representing 10.07% of fully diluted voting share capital, thereby increasing acquirer’s indirect shareholding in the Company from 55.1% to 65.18%.

The complete details can be accessed at


Vedanta Limited acquired the control over Ferro Alloys Corporation Limited (FACOR), with effect from the closing date, i.e. September 21,2020, in accordance with the terms of Approved Resolution Plan and as replaced by a new board of directors constituted with adequate representation of the persons appointed by Vedanta Limited and independent directors in compliance with applicable laws. Vedanta Limited holds 100% shareholding in FACOR.

In March 2021, the Company participated and was declared as the successful bidder in the Liquidation process for Sale of Assets of Bhachau and Khambhalia coke manufacturing units of Gujarat NRE Coke Limited, which was under liquidation under Bankruptcy Code. The total capacity of Bhachau and Khambalia plants is 594 KTPA and 358 KTPA respectively. The acquisition will complement our existing Iron Ore business via backward integration through provision of the Met Coke Requirement to our existing facilities.

Projects and Expansion Plan

Projects are key driving factor of our Group as our aspirations for growth are very different from any of the peers globally. In HZL, we have successfully completed the development of North Decline (ND1) at Rampura Agucha mine. This marked the completion of most awaited shaft integration and liberated RA shaft from statutory compliance of secondary outlet. This improves the accessibility of shaft section, alternate emergency evacuation, ease in mine equipment deployment at lower levels of mine, face charging with emulsion explosives, face drilling with long feed jumbo, etc. Also 650 kW ventilation fan was installed and commissioned at SK Mine with an objective to improve ventilation in underground by 100 Cum/sec in SKA6 lens. All major projects envisaged for 1.25 mtpa MIC have been commissioned (except RD). Order placed for detail feasibility study for expansion of zinc & lead smelting capacity.

In VZI, the Gamsberg mine and processing facilities are stabilizing, which will set the stage for Gamsberg Phase 2 expansion. This expansion which would see a double in the production capacity. A smelter enhancement to the Black Mountain Complex (BMC) operations would allow for refining our concentrate product to produce metal. In Cairn, we are still focussed on the journey to produce India’s 50% Oil & Gas production. GAS volumes are up in Q4 and further ramping up as project is fully commissioned now. The seismic acquisition programme and satellite-based prospecting has commenced in Open Acreage Licensing Policy (OALP). In Aluminium, Lanjigarh expansion is the key expansion project and coal block execution will be critical to deliver more value from this sector.

We are set to deliver tremendous value to all our stakeholders once we successfully execute these projects of across the group.

Dividend Distribution Policy and Dividend

In terms of the provisions of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy to determine the distribution of dividends in accordance with the applicable provisions. The policy can be accessed on the website of the Company at

With consistent dividend as a healthy sign of our sustained growth, our firm belief in percolating the benefits of our business progress for widespread socioeconomic welfare facilitates the equitable sharing of our economic value generated. Attaining steady operational performance and a harmonised market environment in continuation of the historical trends helped us to reaffirm the realisation of competent numbers for FY 2021.

The Company has declared interim dividend during the year in compliance with the Dividend Distribution Policy:


FY 2020-21

Interim Dividend


Record Date

October 31, 2020

Date of Declaration

October 24, 2020

Rate of Dividend per share (Face Value of ' 1 per share)

' 9.50



Total Payout (' in crores)

' 3,531.63

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 1, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar & Share Transfer Agent and the Company from the Depositories.

The Directors do not recommend any final dividend for financial year ended March 31, 2021.

Credit Rating

Your Company is rated by CRISIL and India Rating and Research Private Limited on its various debt instruments. The details of ratings provided by the agencies is stipulated in the Corporate Governance Report.

Economic Responsibility

Vedanta strives to be a responsible corporate citizen and to make a positive contribution to the communities in which we operate. Payment to exchequer viz. taxes, royalty, dividend etc. is a vital part of our contribution to national economies and people’s lives. Vedanta supports the principles of greater transparency that increases understanding of tax systems and build public trust.

With these values being ingrained in Vedanta’s DNA, we are proud to share that we have contributed

34,500 crores to the public exchequer of the various countries where we operate.

Your Company publishes Tax Transparency Report which provides an overview of the tax strategy, governance and tax contributions made by the Company.

The report is available on the website at


Environmental, Social and Governance (ESG) Approach

Driven by the sincere approach to achieve larger good, at Vedanta, our Environmental, Social and Governance (ESG) priorities are well-aligned to our enterprise goals and towards this end, we continue to work with a target-based strategy focused on fostering an inclusive and sustainable future for all.

Our ESG vision is strongly driven by the growing need to address the expectations of our stakeholders while delivering resilient business performance. As a responsible corporate citizen, we are attuned to both local and global expectations and endeavour to contribute to the fulfilment of UN Sustainable Development Goals (SDGs) and global frameworks such as ICMM and IFC performance standards. The Vedanta Sustainability Framework (VSF) as elucidated below provides the cornerstone to our ESG approach.

Each pillar of our ESG vision is elaborated below for further insights into the Company practices.


With the key objective of "Zero Harm, Zero Waste and Zero Discharge” across all our operations, we continue to manage our environmental impact through associated programmes on water management, energy and climate change, carbon footprint reduction, solid waste management with recycling of our high-volume-low-effect wastes such as fly ash, tailings dam management, GHG emissions intensity reduction, and biodiversity. We strive to set ourselves with aggressive targets believing that our sustainable future depends on responsible and eco-friendly operations.


Guided by our aspirational goals, our priority areas towards social development remain to become a developer of choice in our areas of operations. We have defined a social performance framework to secure our social licence to operate assessing the maturity of our business in the context and driving community activities across multiple spheres such as child education, combating malnutrition, medical infrastructure development, women empowerment, and sports engagement, among others.

Our community development programmes are designed and developed to suit the requirements of our immediate communities and country at large with specific emphasis on criticalities. While we embark on the journey to improve skilling, set up Nand Ghars and cater to larger people needs through our CSR pillars, we are also focused to ensure that we create a positive relationship with the communities about our operations and aim to have all our stakeholders as champions of our responsible practices.


As a pre-requisite for protecting shareholder value as well as delivering sustainable growth, good corporate governance underpins the delivery of our strategic objectives and the outcomes produced thereafter.

Our governance philosophy with prudent and robust risk management frameworks; internal controls; and strong functional processes; stems from our core values of Trust, Integrity, Care, Entrepreneurship, Innovation, Respect, and Excellence. By overseeing the business conduct with strict adherence to responsibility and ethics, the entire structure, cascading from the Board of Directors and Sustainability Committee at the top, supported by policies and frameworks, enhances the prosperity, long-term viability, and sustainability of the Company.

Thus, as the world renews its consensus around the crucial role of ESG factors in assessment of all forms of businesses, we believe that our ESG approach is certain to reap meaningful returns over time.

Sustainability and Business Responsibility Report

Sustainable Development is integral to Vedanta’s core business strategy. We continue to be a transparent and responsible corporate citizen; committed to a 'social license to operate’ and partner with communities, local governments and academic institutions to help catalyse socio-economic development in the areas where we operate.

The Company reaffirms its core values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, which are the basis of our Sustainable Development Model.

The model continues to be centreed on the four strategic pillars: Responsible Stewardship; Building Strong Relationships; Adding and Sharing Value; and Strategic Communications.

planned programmes and reached out to communities across India to fulfill their immediate needs in terms of meals, dry ration, preventive health care etc. The year 2020-21 brought lot of laurels in the hats of Vedanta Group. The group companies have been recognised for Socio-economic impact it has created in the communities through its large-scale CSR Program, receiving of more than 16 National and International awards is a testimony to that. Companies won CII ITC Sustainability Award, IHW Council Health Impact Award, Grant Thornton SABERA Award 2020, ICC Social Impact award 2021 to name a few.

For almost all our programmes, a bottom-up community engagement approach is non-negotiable. This collaborative approach ensures community ownership, suitable project design, effective delivery and post project sustainability.

Our development initiatives are governed by the needs of the communities where we operate. Needs assessment studies form the basis of the course of action undertaken by the BU CSR teams. These actions

- enable us to create a positive social impact where we operate. All our community development programmes

- are governed by the Vedanta CSR Policy, and Corporate Technical Standards that are part of the Vedanta

- Sustainability Framework. Further, to benefit from diverse perspectives, and in keeping with a culture of collective

- leadership, Vedanta has formed a Group CSR ManCom

- and Group CSR EXCO.

Vedanta has a strong Board CSR Committee including senior Independent Directors. The Committee provides strategic direction for CSR programmes, and approves its plans and budgets. It also reviews progress and guides the CSR teams towards running well-governed and impactful community programmes.

A separate detailed report on Company’s Sustainability Development also forms part of the Annual Report.

Recognising sustainable development as a core requirement to strategically improve the value of our business, the Board of Directors constituted a Sustainability Committee effective April 01, 2019 to provide oversight and assistance in building an approach towards sustainability which mirrors our prevailing business ethos of achieving excellence through continuous improvement in our processes and outcomes, while also benchmarking ourselves against

As per SEBI directives on Integrated Reporting (IR), the Company has followed the <IR> framework of the International Integrated Reporting Council to report on all the six capitals that are used to create long-term stakeholder value and also provided the requisite mapping of principles between the Integrated Report, the Global Reporting Initiative ('GRI’) and the Business Responsibility Report (BRR). Hence, a separate BRR is not being published by the Company this year. The Sustainability Report of the Company can be accessed at

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure A'.

The details of the Foreign Exchange Earnings and Outgo are as follows:

(' in crore)


Year ended 31 March, 2021

Year ended 31 March, 2020

Expenditure in foreign currency



Earnings in foreign currency



CIF Value of Imports



Corporate Social Responsibility

The year 2020-21 posed an immense challenge in front of the entire Humanity, a new virus emerged and ensured that all things which are otherwise considered normal; comes to a standstill. COVID -19 has affected all spheres of life in the country and the world at large. Despite of all difficulties, Vedanta committed itself to the

Details of the composition of the committee, its terms and reference and the meetings held during FY 2021 is elucidated in the Corporate Governance Report.

Your Company publishes an annual Sustainability Report prepared in accordance with the Global Reporting Initiative (GRI) Standards; mapped to the United Nations Global Compact (UNGC); and aligned to Sustainable Development Goals (SDGs). It reports our approach and disclosure towards triple bottom line principles - People, Planet and Profit.

An overview of CSR initiatives is provided in earlier section of this Annual Report and report on CSR activities for FY 2020-21 as per Section 135 of Companies Act, 2013 and rules made thereunder forms part of this Directors Report and is annexed hereto as Annexure B. The policy may be viewed at

Vedanta's Efforts to Combat COVID-19 Pandemic

Vedanta, which has been at the forefront of the battle to combat the COVID-19 pandemic, has reached out to communities across 9 states in India to provide them with preventive healthcare and distribute free meals. As part of the Meals for Free programme, the Company has so far provided ~11.46 lakhs meals to daily wage earners across the country. In addition, dry packet rations have been provided to more than 13,500 families from the marginalised sections of the society. On their part, the business units have also distributed more than 49,650 dry ration packets to the local communities.

Vedanta has pledged 10 lakh meals to daily wage earners, and has set up a ' 100 crores corpus for daily workers, preventive healthcare and welfare of employees and contract partners. The Company has also contributed ' 101 crores to PM-CARES Fund to join forces with the government in fighting the pandemic.

Keeping in mind the poor condition of stray animals, the Company has fed more than 50,000 stray animals every day. The Company has so far provided more than 12.70 lakhs feedings to stray animals in Delhi, Mumbai and Patna.

In a bid to strengthen preventive healthcare, Vedanta has distributed more than 4.5 lakhs masks. The Company has handed over another 2 lakhs N95 masks to the Ministry of Health and Family Welfare. So far, the Company has provided more than 26,000 surgical masks and 75,000 surgical gloves to district hospitals across the country.

Vedanta has also collaborated with the Ministry of Textiles to import 23 machines for indigenously Personal Protective Equipment (PPEs). The imported machines, which are now operational, able to produce 50,000 PPEs per day. The Company has distributed more than 1 lakhs soaps and sanitisers across communities.

BALCO Hospital has set up isolation wards. A 100-bed hospital has been commissioned at Korba in Chhattisgarh. Jharsuguda unit supported District Administration for District Covid Hospital by providing 110 bedded hospital including 10 ICUs, 10 ventilators etc. The Cairn Centre of Excellence (CCoE) in Jodhpur has been handed over to district administration as a quarantine facility with a 120-bed capacity, with meals provided three times a day for 150 people. More than 10 mobile health vans have been made available to district administration for use as ambulances and for distribution of essential commodities by Business Units and Nand Ghars.

More than 1,100 women SHG members were engaged in the stitching of masks and distributing same among

communities. They also contributed more than 10 ton grains to grain banks created for supporting needy families during lockdown. As an act of solidarity with the state governments, Vedanta has contributed ' 32.3 crores to different State’s Chief Minister Relief fund COVID-19 Mitigation Fund. Your Company has also procured PPE kits for the Government of Odisha and also arranged food packets, sanitiser kits to migrant workers travelling back to their home states.

Employees have donated one day’s salary, which was contributed by the Company for the relief funds. Vedanta, in collaboration with Apollo Hospitals, has established a 24x7 general helpline for the employees to ensure timely healthcare advice during the lockdown. The services are open for all employees and their families.

Digitalisation initiatives - CSR

Vedanta is committed towards bringing innovation & creating shared values by managing our stakeholders through different community development initiatives in various thematic areas and automation in CSR Governance. It has developed first of its kind (in-house) application - called NIVAARAN for CSR function to manage the community request, needs or grievances and address them on time across Vedanta. Besides this, an in-house, Power BI application was launched across Vedanta in 2020 - CSR DISHA App to monitor the CSR projects of Vedanta across all BUs.

COVID-19 led to the disruption of education for millions of children. eKaksha - in collaboration with the Government of Rajasthan was launched to provide subject and chapter wise learning videos to all students free of cost. One of the biggest engagements was the virtual 5th Cairn Pink City Half Marathon 2020, involving over 40,000 participants from 23 countries, earning a special place as India’s biggest virtual marathon in the Book of Records, UK.

Impact Assessment

The Vedanta Group has been at the very forefront of India’s battle to combat COVID-19, and has made substantial commitments across key regions, communities and markets the group operates various businesses in. A study was carried out through Weber Shandwick to assess and benchmark key initiatives the Group has undertaken to combat COVID-19 pandemic across nine states in India, covering more than 600 respondents across different categories of stakeholders.

Ý Most respondents (~90 %) are happy with the Group’s COVID-19 initiatives.

Ý 93% of the respondents have rated highly on the quality of assistance provided by the group.

Ý The reach and efficacy of most initiatives have been rated highly, with distribution of masks and engaging rural SHG women initiatives leading with almost 59% respondents giving an 'exceptional’ rating to the same.

The rural beneficiary community has responded well; and is largely happy with most initiatives.

Independent Directors. The Chairman of the committee is an Independent Director.

Ý The members of the NRC together bring out the rich expertise, diverse perspectives and independence in decision-making on all matters of remuneration for Directors, Key Managerial Personnel (KMP) & Senior Management Personnel (SMP). The Independent Directors are actively engaged throughout the year as members of the NRC in various people matters even beyond remuneration.

Ý A board charter appoints and sets our primary responsibilities of NRC which includes selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.

Ý Best-in-class independent consultants are engaged to advise and support the committee on matters of board evaluation and leading reward practices in the industry.

Ý The Executive Compensation Philosophy is well established and benchmarked across relevant industry comparators which enables us to differentiate people on the basis of performance, potential and criticality in-order to provide a competitive advantage in the industry.

Ý The Total Reward Philosophy at Vedanta is built on the core objective of driving 'Pay for Performance’ culture. The appropriate mix of components of the Executive Compensation aim to drive the short as well as long-term interests of the Company and its shareholders through strong emphasis on operational / financial fundamentals, social license to operate and business sustainability, strategic objectives of resource and reserve creation and wealth creation for stakeholders.

Ý Timely risk assessment of compensation practices is done in addition to review of all components

of compensation for consistency with stated compensation philosophy:

- Financial analysis & simulation of the longterm cost of reward plans and their Return on Investments (ROI).

- Provision of claw back clause as part of the ground rules of our long-term incentive scheme for all our leaders.

- Upper limits and caps defined on incentive pay-outs in the event of over-achievement of targets to avoid windfall gains.

Ý We do not encourage provision of excessive perks or special clauses as part of employee contract such as:

- No provision of Severance Pay in Employment contracts of Whole-Time Directors (WTD),


- No Tax Gross up done for executives except for expatriates as part of tax equalisation

- No provision of unearned Incentives/unvested Stock or Cash Options

People and Culture

Your Company has always aspired to build a culture that demonstrates world-class standards in safety, environment and sustainability. People are our most valuable asset and we are committed to provide all our employees with a safe and healthy work environment.

An update on People & Culture detailing the Company’s initiatives, recruitment strategy, hiring projects and talent management and development is elucidated in the Sustainability and ESG Section of the Annual Report.

Employee Stock Option Scheme

Employee stock options is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company.

It provides a much better line-of-sight to all the employees.

Your Company has established a share incentive schemes viz. 'Vedanta Limited Employee Stock Option Scheme 2016’ ("the Scheme”). The Scheme was framed with a view to reward employees for their contribution in successful operation of the Company with wealth creation opportunities, encouraging high-growth performance and reinforcing employee pride.

The Scheme was launched after obtaining statutory approvals, including shareholders’ approval by way of postal ballot on December 12, 2016.

On March 31, 2021, the Nomination & Remuneration Committee approved the grant of Employee Stock Options 2020 to Vedanta employees covering 38% of eligible population. In-order to align the scheme with the best-inclass reward practices globally and pertinent Indian peers, as well as to emphasise on our value system of 'CARE’ for employees and culture of 'Pay for Performance’ the ESOS 2020 plan has undergone significant transformation.

The grant under the ESOS 2020 is completely driven by Business and Individual performance.

The new design has made our scheme even more robust with an objective to place greater prominance on superior individual performance thereby recognise high performing talent while keeping them accountable for business delivery. It has been ensured that the scheme fulfills its motive of wealth creation for employees to fulfill their financial goals and gives them the sense of ownership.

To give prime importance to business delivery, ESG and Carbon footprint have been added as additional parameters to measure business performance. To ensure that we operate sustainably in line with our motto of 'zero harm, zero waste and zero discharge’, multiplier based on fatalities has also been included as a performance parameter for vesting.

The Scheme is currently administered through Vedanta Limited ESOS Trust (ESOS Trust) which is authorised by the Shareholders to acquire the Company’s shares from secondary market from time to time, for implementation

of the Scheme. The details of the trustees are provided can be accessed at

No employee has been issued stock options during the year, equal to or exceeding one percent of the issued capital of the Company at the time of grant.

During the year, the acquisition by the trust does not exceeded 2% of the paid-up capital of the Company. Further, the total acquisition by trust at no time exceeded 5% of the paid-up equity capital of the Company.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014 ("Employee Benefits Regulations”), disclosure with respect to the ESOS Scheme of the Company as on March 31, 2021 is available on the website of the Company at

The Company confirms that the Scheme complies with the SEBI Employee Benefits Regulations and there have been no material changes to the plan during the financial year.

A certificate from M/s SR Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company’s ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting (AGM). A copy of same is available for inspection by Members through Electronic Mode.

Managerial Remuneration, Employee Information and Related Disclosures

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2020-21 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules”) relating to the remuneration and other details as required is appended as Annexure C to the Report.

In terms of provision of Section 136 of the Act and Rule 5(2), the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as prescribed under Rule 5(2) of the Rules. The said information is available for inspection through electronic mode. Any member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request.

Compensation Governance Practices at Vedanta

Vedanta has been built on a strong foundation of governance where the Board, Key Executives and Compliance Officer have been vigilant and committed to ensure structural integrity, soundness and highest standards of compensation practices. Over the last few years we have matured many of our reward practices as an attempt to continue to raise the bar.

Ý The composition of Nomination and Remuneration Committee (NRC) is in compliance with the Listing Regulations and majority of the members are

Any benefit provided to Key Executives are available to all the employees of the Company as per the defined Company policy.

Ý Voice of the employee: We ensure the involvement of bright minds from diverse functions in the organisation and well-known external partners in designing and driving the major incentive schemes in the organisation. Our policies are transparent and informed to employees in a timely manner confirming that the employees have a say in all our practices.

We continue to corroborate the Internal Pay Equity Principles, sustained attention to equity grant practices and maintain checks & balances to confirm that the practices are legally and ethically compliant with International, national and state/regional laws.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavoured to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination.

This includes discrimination on any basis, including gender, as well as any form of sexual harassment.

During the period under review, three complaints were received and resolved. Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


Risk Management

The businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation. The effective management of risk is critical to support the delivery of the Group’s strategic objectives.

Risk management is embedded in the organisation’s processes and the risk framework helps the organisation meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Annual Report.

With effect from June 6, 2020, the Risk Management Committee has been consolidated with the Audit Committee comprising of only Independent Directors ensuring robust risk management systems in place with valued feedback of Independent Directors being on the Committee.

Our risk-management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organisational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Audit & Risk Management Committee aids the Board in the risk management process by identification and assessment of any changes in risk exposure, review of risk control measures and by approval of remedial actions, where appropriate. The Committee is in turn supported by the Group Risk Management Committee which helps the Audit & Risk Management Committee in evaluating the design and operating effectiveness of the risk mitigation programme and the control systems.

Major risks identified by businesses and functions are systematically addressed through mitigating actions.

Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

The Risk Management Policy of the Company revised in 2019 covers cyber security as well.

For a detailed risk analysis, you may like to refer to the risk section in the Management Discussion and Analysis Report which forms part of this Annual Report.

Cyber Security

The Group has a structured framework for cyber security. Each of the Business Units has a CIO (Chief Information Officer) with suitable experience in Information / Cyber security. Every year, cyber security review is carried out by IT experts (belonging to IT practices of Big-4 firms). Vulnerability Assessment and Penetration Testing (VAPT) review is also carried out by cyber experts. This practice has been in place for several years now and has helped in strengthening the cyber security environment in the group. At the same time, the external environment on cyber security is continuously evolving. The respective CIOs are responsible for ensuring appropriate controls are in place to address the emerging cyber risks.

Internal Financial Controls

Your Board has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable

financial information. In line with best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk. Documented controls are in place for business processes and IT general controls. Key controls are tested by entities to assure that these are operating effectively. Besides, the Company has also adopted an SAP GRC (Governance, Risk and Compliance) framework to strengthen the internal control and segregation of duties/ access.

The Company has documented Standard Operating Procedures (SOP) for procurement, project/expansion management capital expenditure, human resources, sales and marketing, finance, treasury, compliance, Safety, Health and Environment (SHE), and manufacturing.

The Group’s internal audit activity is managed through the Management Assurance Services ('MAS’) function. It is an important element of the overall process by which the Audit & Risk Management Committee and the Board obtains the assurance on the effectiveness of relevant internal controls.

The scope of work, authority and resources of MAS are regularly reviewed by the Audit & Risk Management Committee. Besides, its work is supported by the services of leading international accountancy firms.

The Company’s system of internal audit includes covering monthly physical verification of inventory, a monthly review of accounts and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, focusing on the implementation of recommendations of internal auditors. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit & Risk Management Committee.

The Company is also required to comply with the Sarbanes Oxley Act Sec 404, which pertains to Internal Controls over Financial Reporting (ICOFR). Through the SOX 404 compliance programme, which is aligned to the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, the Audit & Risk Management Committee and the Board also gains assurance from the management on the adequacy and effectiveness of ICOFR.

In addition, as part of their role, the Board and its Committees routinely monitor the Group’s material business risks. Due to the limitations inherent in any risk management system, the process for identifying,

evaluating, and managing the material business risks is designed to manage, rather than eliminate risk. Besides it created to provide reasonable, but not absolute assurance against material misstatement or loss.

Since the Company has strong internal control systems which are further strengthened by periodic reviews as required under the Listing Regulations and SOX compliance by the Statutory Auditors, the CEO and CFO recommend to the Board continued strong internal financial controls.

There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls, other than as mentioned in the "Audit Report and Auditors” section to this report.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the Audit & Risk Management Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/framework of internal financial controls viz. the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Vigil Mechanism

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle-Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated e-mail IDs, a centralised database, a 24X7 whistle-blower hotline and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. All cases reported as part of whistleblower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle-Blower cases are periodically presented and reported to the Company’s Audit & Risk Management Committee. The details of this

process are also provided in the Corporate Governance Report and the Whistle-Blower Policy is available on the Company’s website at

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section, forming part of this Annual Report.


Innovation, Digitalisation & Technology

As Vedanta looks to continue to build on its strategic vision - the Group and senior leadership have crafted an aggressive plan to instill Digital innovation in all aspects of the business. It is the group’s ambition to leverage cutting edge technology and partners to drive best in class operations and sustainability. In this connection - your Company has greenlit multiple flagship programmes to not only drive the overall transformation journey, but also to build the internal "Digital muscle” to sustain the gains of the transformation.

At Vedanta we are going for a group-wide digital transformation, Project Pratham with the vision of transforming Vedanta Group into a truly digital-first organisation and making digital the new way of working. Project Pratham is delivering digital transformation across our Mining & Metals and Oil & Gas business with a focus on driving asset optimisation, production volume growth, operating cost reductions, enhanced safety and improve ease of doing business. The objective of the programme is to deliver a combination of tangible value in the form of EBITDA increase and other intangible gains such as enhanced safety and security, sustainability, better governance, and improved employee productivity. To sustain this change, a clear roadmap is also drawn for augmenting capabilities in the areas of Digital, Smart Manufacturing, Analytics, Automation and Cyber security.

To engage with innovative start-ups and leverage their technological capabilities and agility - Vedanta Spark programme was launched in Oct’20. The programme has attracted 1,300 startups with more than a million impressions across social media platforms. With the objective of solving key problems across business units, Vedanta is looking to partner with top digital and core tech startups.

In addition, the Company has launched group-wide idea generation competition - Pratham Digtial Olympics, to incentivise grass-root level innovations and bring digital cultural change.

Policy and Advocacy

Vedanta believes in sustainable and equitable development of natural resource sector. While engaging in public policy and regulatory matters, our Advocacy efforts evolve around our core values. Our Company participates in stakeholder consultations on economic reforms, raw material & energy security, taxation, environmental development, business continuity, ease

of doing business, sustainable business practices and other policy and regulatory matters which are related to our business in a responsible manner. We are associated with various industry associations and chambers for submission of our representations to relevant ministries, government departments and regulatory bodies both at the Centre and State levels.

Research and Development

Vedanta has been an aggressive leader in terms of adopting new technologies and improving processes and standards. Hindustan Zinc Limited’s (HZL) Technology centre works in the interface between science and business that offers opportunity to process innovative ideas to technology. Principal focus area includes process improvements, development work for future growth, new technology development and adaptation, minor metal recovery and waste to wealth initiatives. R&D team has implemented/finalised projects on recovery improvement, cost reduction, process optimisation and evaluation of advance technologies. Some of the key projects at mills are: alternative non-hazardous and cost effective reagent for nigrosine, improvement in Zawar recovery by process audits & individual ore type characterisation, Geo-Metallurgy study for SK Mine and RA Mine on advance Drill Cores for Metallurgical characterization and completed feasibility study for 3% Pb-Ag recovery improvement by Pb regrinding at RAM & Derrick screen at Zawar.

Hindustan Zinc achieved a big milestone, being granted two US patents for two technologies developed in-house by state of art R&D centre - Zntech. The two patents are:

1. Technology for manufacturing paver blocks from process waste material.

2. Method for production of potassium antimony tartrate by utilising antimony residues of smelter.

In Aluminium and Power Business, Vedanta has entered into the partnership with three research institutes namely CSIR-National Metallurgical Laboratory (NML), Jamshedpur, Institute of Minerals and Materials Technology (IMMT), Bhubaneswar, and Jawaharlal Nehru Aluminium Research, Development & Design Centre (JNARDDC), Nagpur. As part of this, all three research institutes shall work together to develop technologies for bauxite residue utilisation, like red mud beneficiation for REE enrichment, recovery of alumina values, recovery of iron values and process for extraction and separation of Titanium and REEs (La, Ce, Y, Sc).

Vedanta Aluminium has one of the finest and best-in-class R&D setups among peers in the aluminium value chain. We are already collaborating with customers in the auto industry to develop customised aluminium alloys and products, catering to their objective of achieving desired light weighting for EVs and hybrids of the future. Case in point, Vedanta pioneered PFAs (Primary Foundry Alloys) for the Indian market. We were the first in India to supply PFA to the domestic auto sector and until we did so, the country’s entire PFA demand was being met through imports, even though India has the world’s second-largest aluminium production capacity.

In Cairn, we continue to operate our fields in a digital manner through unmanned well pads with remote access which drastically reduces human exposure to risk and increases operational efficiency. Centralised control rooms, remotely activated surface facilities and digital surveillance platform (BabelFish) has allowed high uptime in operation of Mangala Processing Terminal, over 500 wells spread across many acres, centralised polymer processing farm and the world’s largest continuously heated pipeline. Our other businesses also continue to lead the industry in terms of R&D. Copper for example has created Pure Tellurium Extraction to produce copper anodes (99.5% pure) and Ferric Sulphate Extraction from Copper Slag which is our by-product. In Iron Ore Business, Value Added Business team had developed a customised product, Sesa Special Grade (SSG) for a niche segment (otherwise being imported by customers) by producing high purity pig iron through blast furnace route. The Value Added Business team had also come up with an innovative idea of producing Foundry Grade Pig Iron outside the blast furnace using Ferro Silicon which otherwise normally gets produced in blast furnace by compromising on productivity & high fuel rate. Some other examples are automation of the charging plate insertion mechanism, employee care applications, automatic trip counting and dynamic allocation of hauling units and GPS controlled speed tracking system in dispatch trucks. Our businesses continue their tremendous work in these areas to make the group more sustainable.


Your Company has an active Investor Relations (IR) function which continuously strives for excellence by engaging with international and domestic investors. Your Company benchmarks global IR standards and aims at exceeding them. The Company proactively seek feedback from all stakeholders throughout the year.

Shareholder engagement

The Investor Relations team takes both formal and informal approach to engage with shareholders. The team interacts with investors at various platforms demonstrating consistent and clear communication between internal and external parties. Some of these forums include quarterly earnings calls, hosting Investor/Analyst Day, site visits for key businesses, one-on-one as well as group meetings and participation in sell-side conferences. The leadership teams from various businesses along with promoters of the Company as well as senior management consisting of the CEO and the CFO are also invited as required for some of these engagements. These proactive investor engagement activities and openness of senior leaders to interact with investors and analysts is well appreciated by all stakeholders.

Shareholder communication

Shareholders can contact us any time through our Investor Relations team, with contact details available online at Shareholder and analyst feedbacks are shared in a timely and structured manner with the Board through the Chairman, the Senior Independent Director, the CEO, the CFO, and the

Company Secretary. Ongoing communication with our stakeholders keeps the board and senior management abreast of their views and helps to gain insight.

Shareholder disclosures

Vedanta has set standards through the detailed and transparent disclosures on the Company’s operational and financial performance. Your Company had created its first Integrated Report (for Financial Year 2018) and continued thereafter. The Company has also been conferred with the prestigious LACP and ICAI award for its FY 2020 Integrated report. Having a diverse shareholder base and multiple business verticals, demands enormous efforts from an IR function to manage investors, sell-side analysts as well as ensuring a timely and complete business update is provided to all. As a key milestone in this continuing endeavour, your Company created a digital interactive microsite on the corporate website to provide an interactive experience beyond what is available in the annual and quarterly results materials.

Key Initiatives with respect to various stakeholders

As a diligent driver of all-encompassing stakeholder growth, the Company undertakes significant initiatives with respect to its employees, shareholders, investors, lenders, suppliers, customers, civil society, local community, and Government authorities striving to accelerate its focus on HSE and sustainability. These initiatives are enlisted with detailed specifics in the Integrated Report section of the Annual Report. Along with the Integrated Report, the Company also publishes the Sustainability Report which details the Company’s initiatives in the ESG space for a holistic overview to investors.


Report on Corporate Governance

Your Company is committed to maintaining the highest standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture we wish to nurture with our colleagues and other stakeholders.

As part of commitment to the various stakeholders, the Company follows global best practices. To meet its obligations towards its shareholders and other stakeholders, the Company has a corporate culture of conscience and consciousness; integrity, transparency and accountability for efficient and ethical conduct of business.

Our continued focus on improving the corporate governance mechanisms and on enhancing the efficiency curve, transparency and accountability of our operations will enable us to lead the way for the industry.

Our disclosures seek to attain the best practices in international corporate governance and we constantly endeavour to enhance long-term shareholder value. Our Corporate governance report for fiscal 2021 forms part of this Annual Report.

Directorate, Key Managerial Personnel and Senior Management Personnel

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board’s actions endeavour to work in best interest of the Company.

The Directors hold a fiduciary position, exercises independent judgement and plays a vital role in the oversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

In line with the recommendation of SEBI and our relentless endeavour to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman effective April 1, 2020.

During the year, your Company welcomed Ms. Padmini Somani and Mr. Dindayal Jalan as an Independent Director of the Company effective February 5, 2021 and April 1, 2021 respectively. In the opinion of the Board:

Ý Ms. Somani has rich experience in the philanthropy and development space for over 20 years and holds highest standards of integrity and has also been recognised for her work in youth education, health and skilling programmes with vulnerable and marginalised populations. Based on Ms. Somani’s prolific skill set and experience in corporate social responsibility, your Board believes that Ms. Somani will be an incredible asset to the Board as we remain committed to reinvest in the social good of our neighbourhood communities and nation; and

Ý Mr. Dindayal Jalan has rich and diverse experience of over 40 years in business operations, financial management, corporate negotiations, financial control, business planning, due diligence, business development, treasury, capital raising, business restructuring, investor relations, commercial, taxation, people development and strategic planning and is a person of integrity. With bringing good blend of technical and financial experience, your Board believes that Mr. Jalan’s induction will broaden the Board’s experience, bringing in complementary skills and expertise in diverse areas.

Accompanying Ms. Somani’s and Mr. Jalan’s detailed profile provided in the earlier section of the Annual Report, this statement forms a part of the Directors’ Report in accordance with the Companies (Accounts) Amendment Rules, 2019 notified to hold effect from December 1, 2019.

Mr. Sunil Duggal, appointed as Interim Chief Executive Officer and Key Managerial Personnel of the Company effective April 06, 2020 and CEO of the Company for a fixed term of 3 years w.e.f. August 01, 2020 has

been appointed as Whole-Time Director & CEO and KMP of the Company effective from April 25, 2021 till July 31, 2023. Mr. Duggal brings with him over 36 years of experience of leading high-performance teams and more than 20 years in leadership positions. He is known for his ability to calmly navigate through tough and challenging times, nurture and grow a business, evaluate opportunities & risks and successfully drive efficiency & productivity whilst reducing costs & inefficiencies and deliver innovative solutions to challenges. Brief Profile of Mr. Duggal is provided in earlier section of this Annual Report and can be accessed at

The Key Managerial Personnel and Senior Management Personnel, similarly, comprises of multifarious leaders with each member bringing in their key proficiency in different areas aligned with our business and strategy.

A comprehensive update on the change in the Directorate, Key Managerial Personnel and Senior Management Personnel of the Company along with the directorships held in other Companies, their skills and expertise have been explicated in the Corporate Governance report forming part of this Annual Report.

Director Retiring by Rotation

As per the provisions of Companies Act, 2013,

Mr. Anil Agarwal (DIN: 00010883), Non-Executive Director designated as Chairman of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the Nomination & Remuneration Committee, Board recommends his re-appointment.

Brief Profile and other related information seeking re-appointment is provided in the AGM Notice.

Board and Committees

The Board has overall responsibility for establishing the Company’s purpose, values and strategy to deliver the long-term sustainable success of the Company and generate value for shareholders. The Board places great importance on ensuring these key themes continue to be appropriate for the businesses and markets in which we operate around the world, while being aligned with our culture.

The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly, the Board has established Committees to assist it in exercising its authority.

Each of the Committees has terms of reference under which authority is delegated by the Board.

At present, the Company has the following Board Committees which ensures greater focus on specific aspects of Corporate Governance and expeditious resolution of issues of governance as and when they arise.

An all-embracing update on the Board, its committees, their composition, terms and reference, meetings held during FY 2021 and the attendance of each member is detailed in the Corporate Governance Report.

Board Effectiveness

Familiarization Program for Board Members

Your Company has developed comprehensive induction processes for our new Board members which aim to provide a broad introduction to the Group and enable new directors to contribute to the Board’s deliberations from the outset. The details of the familiarization programme and process followed are provided in the Corporate Governance Report forming part of this Annual Report and can also be accessed on the website of the Company at www.vedantalimited. com.

Annual Board Evaluation

The Board is committed to transparency in assessing the performance of Directors. The Board conducts annual evaluations of its performance, the performance of its Committees, the Chair, CEO, Directors and the governance processes that support the Board’s work.

As a part of governance practice, the Company, had engaged a leading consultancy firm, to conduct the Board Evaluation Process which was facilitated through an online secured module ensuring transparent, effective and independent of the management.

The evaluation parameters and the process have been explained in the Corporate Governance Report.

Board Diversity and Inclusion

The Board sets the tone for inclusion and diversity across the Group and believes it is important to have an appropriate balance of skills, knowledge, experience and diversity on the Board and at senior management level to ensure good decision-making. It recognises the need to create conditions that foster talent and encourage all colleagues to achieve their full potential. A diverse Board with a range of views enhances decision-making which is beneficial to the Company’s long-term success and in the interests of Vedanta’s stakeholders.

Additional Details on the Board Diversity and the key attributes of the Board Members are explicated in the Corporate Governance Report forming part of this Annual Report.

Policy on Directors' Appointment & Remuneration

The Nomination & Remuneration Policy adopted by the Board on the recommendation of the Nomination & Remuneration Committee enumerates the criteria for assessment and appointment/re-appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor.

The Policy also sets out the guiding principles for the compensation to be paid to the Directors, KMP and SMP; and undertakes effective implementation of Board familiarisation, diversity, evaluation and succession planning for cohesive leadership management.

With your Company continuing to comply with the Policy in true letter and spirit, the complete Policy is reproduced in full on our website at and a snapshot of the Policy is elucidated in the Corporate Governance Report.

Observance of the Secretarial Standards

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Your company adheres and complies with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (ICSI).

Independent Directors Statement

The Company has received declaration from all the Independent Directors that they continue to meet the criteria of independence as provided under the Companies Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2021 is put up on the Company’s website and can be accessed at

Audit Reports and Auditors Audit Reports

Ý The Statutory Auditors have issued unmodified opinion on the financial statements of the Company as of and for the year ended March 31, 2021. Their

report on the Internal Financial Controls, contains a qualification, related to the effectiveness of the Company’s internal financial controls over financial reporting as at March 31, 2021 with respect to benchmarking the terms and authorisation of loans and guarantees between itself or its subsidiaries with controlling shareholders and their affiliates. In the said report, the Statutory Auditors have considered the material weakness identified in determining the nature, timing and extent of audit tests applied in their audit of the March 31, 2021, financial statements of the Company, and concluded that the material weakness does not affect their opinion on the financial statements of the Company.

The management's response is as follows:

During the year, the Company has updated its policies regarding benchmarking the terms and authorisations for such related party transactions. The Board will continue to monitor compliance with such policies. However, the material weakness described above did not result in material misstatements to the financial statements.

The Statutory Auditors’ report for FY 2020-21 does not contain any other qualification, reservation or adverse remarks which calls for any explanation from the Board of Directors. The Auditors’ report is enclosed with the financial statements in the Annual Report.

Ý The Secretarial Auditors’ Report for FY 2020-21 does not contain any qualification, reservation or adverse remark. The report in form MR-3 along with Annual Secretarial Compliance Report is enclosed as Annexure D to the Directors’ Report.

Auditors Certificates

Ý As per the Listing Regulations, the auditors’ certificate on corporate governance is enclosed as an Annexure to the Corporate Governance Report forming part of the Annual Report. The Certificate does not contain any other qualification, reservation or adverse remark except as mentioned in the report.

Ý A certificate from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate Governance Report.

Reporting of Fraud by Auditors

During the reporting year, under Section 143(12) of Companies Act, 2013, none of the Auditors of the Company have reported to the Audit & Risk Management Committee of the Board any instances of fraud committed against the Company by its officers or employees.

Legal, Compliance, Ethics and Governance Function

Through its concerted efforts to generate value while keeping integrity at the forefront, the Legal function of your Company is a valued partner in providing regulatory support and gauging the viability of strategic assistance for business partnership and expansion. It ensures advisory and compliance services pertaining to existing regulations and legislative developments for facilitating business agenda in the areas of effective claims and contract management, mergers and acquisitions, dispute resolution, litigation and adherence to competition, business ethics and governance.

With the aim to ensure smooth operations and safeguard interests of your Company for business growth and sustenance in an evolving, ambiguous and complex environment, the function continues to focus on presenting areas of opportunities; mitigating risks; providing proactive assistance to other functions and departments; and bringing about policy changes based or persistent interaction with various Government bodies and industrial associations like CII and FICCI.

As newer technologies continue to transform the market, your Company ensures adeptness in mechanisms to safeguard the data security and privacy of our stakeholders with enhanced legal and security standards. Simultaneously, to meet the growing business needs, the Legal function continues to seek and identify technological opportunities while harnessing existing know-how to streamline compliance frameworks, litigation management and conduct online ethics awareness training.

Our organisational values and principles are made applicable to all our employees through our Code of Business Conduct and Ethics. In a bid to create a better understanding of its practical implications, the Legal function conducts an annual online ethics training module to necessitate all employees to mandatorily embrace the values and principles embodied as a part of the aforementioned Code. Additionally, the function drives an Ethics Compliance Month initiative for raising awareness by conduct of employee trainings in areas of ethical concern such as insider trading, prevention of sexual harassment, anti-bribery, anti-corruption and anti-trust laws through use of interactive learning tools.

Through our Supplier Code of Conduct, we also ensure that third parties, including their employees, agents and representatives who have a business relationship with your Company, are bound by industry standards as well as applicable statutory requirements concerning labour and human rights; health, safety and environment; and business integrity.


Related Party Transactions

Your Company has in place a Policy on Related Party Transaction (RPT) (RPT Policy) formulated in line with the provision of the Companies Act and Listing Regulations. The Policy may be accessed at

The Policy sets out the philosophy and processes to be followed for approval and review of transactions with Related Party and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with Related Parties.

A detailed landscape of all RPTs specifying the nature, value, and terms and conditions of the transaction is presented to the Audit & Risk Management Committee. Also, a Related Party Transactions Manual-Standard Operating Procedures has been formulated to identify and monitor all such transactions.

During the fiscal 2020-21, all the contracts/ arrangements/ transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm’s length basis and were in compliance with the provisions of the Companies Act and Listing Regulations other than those mentioned in the Annexure IV of the Report on Corporate Governance forming part of the Annual Report.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

Further, there have been no materially significant RPTs during the year pursuant to the provisions of the Companies Act and Listing Regulations. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

Share Capital and its Evolution

The Authorised Share Capital of the Company is '74,120,100,000 divided into 44,020,100,000 number of equity shares of '1/- each and 3,010,000,000 Preference Shares of ' 10/- each. There was no change in the capital structure of the Company during the period under review.

The details of share capital as on March 31, 2021 is provided below:


Amount (D)

Authorised Share Capital


Paid-up Capital


Listed Capital


Shares under Abeyance pending allotment


*Out of the total paid-up capital of 3,717,504,871 equity shares, 308,232 equity shares are pending for allotment and listing and hence kept under abeyance since they are sub-judice and further 160,903,244 equity shares are held in the form of 40,225,811 ADSs as on March 31, 2021.

The details of the Capital Evolution has been provided on the Company’s website and can be accessed at

Subsidiaries, Joint Ventures and Associate Companies

Your Company has 49 subsidiaries (16 direct and 33 indirect) as at March 31, 2021, as disclosed in the notes to accounts.

During the year and till date the following changes have taken place in subsidiary companies:

Ý The name of a Subsidiary Company changed from Electrosteel Steels Limited to "ESL Steel Limited" with effect from September 26, 2020.

Ý The Company acquired Ferro Alloys Corporation Limited (FACOR) on September 21, 2020 under IBC as wholly-owned subsidiary.

Ý Consequent to acquisition of FACOR, subsidiaries of FACOR - Facor Power Limited (FPL) and Facor Realty and Infrastructure Limited (FRIL) become indirect subsidiaries of the Company.

Ý Australia Subsidiary - Cairn Energy India Pty Limited got deregistered w.e.f. August 26, 2020.

Ý Scotland subsidiaries - Cairn Energy Discovery Limited and Carin Exploration (No. 2) Limited dissolved w.e.f. September 22, 2020.

Ý Application for voluntary liquidation filled for Mauritius entities - CIG Mauritius Holdings Private Limited and CIG Mauritius Private Limited, confirmation awaited.

Ý Cairn South Africa (Pty) Ltd has been deregistered effective from April 06, 2021 and the deregistration of tax registration of the entity is under process.

Ý Sterlite (USA) Inc. is under process of dissolution.

Ý Killoran Lisheen Finance Limited and Vedanta Exploration Ireland Limited have been voluntarily struck off w.e.f. March 02, 2021.

There has been no material change in the nature of the business of the subsidiaries.

As at March 31, 2021, the Company has 8 associate companies and joint ventures.

Associate Companies and Joint Ventures:

Ý Gaurav Overseas Private Limited

Ý RoshSkor Township (Pty) Ltd

Ý Raykal Aluminium Company Private Limited

Ý Goa Maritime Private Limited

Ý Madanpur South Coal Company Limited

Ý Rampia Coal Mines and Energy Private Limited

Ý Rosh Pinah Health Care (Proprietary) Limited

Ý Gergarub Exploration and Mining (Pty) Limited

As required under Listing Regulations, the Consolidated Financial Statement of the Company and its subsidiaries and joint ventures, prepared in accordance with Ind AS 110 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statement of the Company.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), a statement containing the salient features of the financial statement of the subsidiary and associate companies is attached to the financial statement in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In accordance with Section 136 of the Act, the audited Standalone and Consolidated financial statements of the Company along with relevant notes and separate audited accounts of subsidiaries are available on the website of the Company at Copies of the financial statements of the Company and of the subsidiary companies shall be made available upon request by any member of the Company. Additionally, these financial statements shall also be available for inspection by members on all working days during business hours at the Registered Office of the Company.

Material Subsidiaries

The Company has adopted a policy on determination of material subsidiaries in line with the Listing Regulations. The policy aims to determine the Material Subsidiaries and Material Unlisted Indian Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy may be accessed at

In accordance with Regulation 16(1)(c) of the Listing Regulations, your Company has the following material subsidiary companies during the financial year 2020-21:

Ý Hindustan Zinc Limited (HZL), a listed subsidiary of the Company;

Ý Cairn India Holdings Limited (CIHL), an unlisted subsidiary; and

Ý Cairn Energy Hydrocarbons Limited, an unlisted subsidiary.

The Company is in compliance with the applicable requirements of the Listing Regulations for its subsidiary companies during the financial year 2020-21.


Debentures Redeemable, Non-Cumulative, Non-Convertible

During the financial year 2020-21, your Company raised Debentures (NCDs) of face value of? 1,000,000 each on

? 500 crores through issuance of Secured, Rated, private placement basis as per the following details:

Coupon Rate

Date of Allotment

No. of NCDs

Tota 1 Amount (in ?)


Maturity Date

7.50% Secured Rated Listed Redeemable Non-Convertible Debentures

February 17, 2021


500 crores

1 year and 1 month

March 17, 2022

The aforesaid debentures are listed on BSE Limited.

Further, the details of NCDs outstanding debentures as of March 31, 2021 have been detailed in the Corporate Governance Report.

Commercial Papers

The Commercial Papers (CPs) issued by the Company had been listed on National Stock Exchange of India Limited and have been duly redeemed on timely basis. As on March 31, 2021, there are nil outstanding CPs. Further details have been provided in the Corporate Governance Report.

Unclaimed Shares

Pursuant to the SEBI Circular and Regulation 39 of Listing Regulations regarding the procedure to be adopted for unclaimed shares issued in physical form in public issue or otherwise, the Company has a separate demat account in the title of'Vedanta Limited - Unclaimed Suspense Account’ with HDFC Bank Limited*.

The details of shares lying in the unclaimed suspense account are provided below:


No. of shareholders

No. of Equity shares of ? 1/- each

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year



Number of shares transferred to the unclaimed suspense account during the year



Number of shareholders who approached issuer for transfer of shares from suspense account during the year



Number of shareholders to whom shares were transferred from suspense account during the year



Number of shares transferred to IEPF account pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with Amendment Rules, 2017



Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares



‘During the year, the unclaimed suspense account maintained by the Company with Karvy Stock Broking Limited has been closed and securities transferred to a separate demat account opened with HDFC Bank Limited.

Transfer of unpaid and unclaimed amounts to Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer the following to IEPF:

Ý Dividend amount that remains unpaid/unclaimed for a period of seven (7) years; and

Ý Shares on which the dividend has not been paid/ claimed for seven (7) consecutive years or more.

Your Company, in its various communications to the shareholders from time to time, requests them to claim the unpaid/unclaimed amount of dividend and shares due for transfer to IEPF established by Central Government. Further, in compliance with IEPF Rules including statutory modifications thereof, the Company publishes notices in newspapers and also sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.