About
Hindalco Industries Ltd
Hindalco Industries Limited is the metals flagship company of Aditya Birla Group. A US $60 billion metals powerhouse, Hindalco is the world's largest aluminium rolling and recycling company, and a major player in copper. It is also one of Asia's largest producers of primary aluminium.The company's aluminium units across the globe encompass the entire gamut of operations, from bauxite mining, alumina refining and aluminium smelting to downstream rolling, extrusions, foils, along with captive power plants and coal mines. Their copper unit, Birla Copper, produces copper cathodes, continuous cast copper rods and other by-products, such as gold, silver and DAP fertilisers.
Hindalco Industries Limited was incorporated in December 15th, 1958. In year 1962, the Company commenced production with an initial capacity of 20,000 mtpa of aluminium metal and 40,000 mtpa of alumina at Renukoot (Uttar Pradesh). In the year 1965, they commissioned downstream capacities in Rolling and Extrusion Mills at Renukoot. In the year 1968, the Company commissioned Renusagar Power Plant.
In the year 1994, the Company made a huge expansion, modernisation and diversification programme in their working areas. In the year 1998, foil plant of the company came to existence at Silvassa. Also, the company attained ISO 14001 EMS certification during the year. In the year 1999, the company commenced aluminium alloy wheels production at Silvassa. Also, they expanded the metal capacity at Renukoot to 242,000 tpa.
In the year 2000, the company acquired the controlling stake in Indian Aluminium Company Ltd (Indal) with 74.6 per cent equity holding. The company entered 'The Asia Top 25' list of the CFO Asia Annual Report Survey, the only Indian company in 2001.
In the year 2002, the company commissioned the ninth potline at an outlay of Rs 1, 800 crore. They made a major corporate restructuring to create a non-ferrous metals powerhouse. During the year, Indo Gulf Corporation Ltd's copper business, Birla Copper, was amalgamated with the company with effect from April 1, 2002.
In the year 2003, the company through Aditya Birla Minerals Ltd (ABML) acquired Nifty Copper Mine. Also, in November 2003, ABML acquired the Mt Gordon copper mines. The company divested 8.6% holding in Indo Gulf Fertilizers Ltd. Also, they made brownfield expansion of aluminium smelter at Renukoot to 345,000 tpa.
In the year 2004, the company expanded the copper smelter to 250,000 tpa. In the year 2005, all business of Indal, expect for the Kollu Foil plant in Andhra Pradesh, merged with the company. They commissioned copper III expansion, taking total capacity to 500,000 tpa. Also, the company signed a MoU with state governments of Orissa and Jharkhand for setting up Greenfield alumina, refining, smelting and power plants.
In the year 2006, the company made a joint venture with Almex USA for manufacture of high strength aluminium alloys. The company singed an MoU with government of Madhya Pradesh for a Greenfield aluminium smelter in Siddhi. In March 2006, the company acquired an aluminium rolling mill and wire rods facility situated at Mauda (Nagpur), from Asset Reconstruction Company (India) Ltd (ARCIL), belonging to Pennar Aluminium Company Ltd. In May 2006, the company entered into a joint venture with Essar Power (M.P.) Ltd to develop and operate mines at Mahan, Madhya Pradesh.
In 2007, Hindalco created history in the Indian aluminium industry by acquiring Novelis Inc., a global leader in aluminium rolling and can recycling. In May 2007, Novelis became a subsidiary of Hindalco with the completion of acquisition process. The company acquired Alcon's 45% equity stake in Utkal Alumina project, makes the company, the 100% project owner. In the year 2008, the company expanded the alumina at Muri.
During the year 2009-10, the company completed the Muri Alumina Refinery from 110,000 tpa to 450,000 tpa. They completed the expansion Hirakud smelter from 143,000 tpa to 155,000 tpa. In October 5, 2009, the company incorporated a wholly-owned subsidiary by the name Mauda Energy Ltd for generation of power to be used captively. During the year 2010-11, the company completed the Smelter expansion at Hirakud from 155 KTPA to 161 KTPA. In March 4, 2011, the company dissolved the Indal Exports Ltd. Also, A V Aluminium in Canada was merged with Novelis Inc.
In 2011, Hindalco refinanced US$4 billion debt to finance its acquisition of Novelis to enable strategic flexibility for growth. Hindalco achieved financial closure of two projects through debt financing in 2011 viz. Utkal Alumina for Rs 4906 crore and Mahan aluminium for Rs 7875 crore.
On 10 April 2012, Hindalco's US subsidiary Novelis Inc announced that it had signed an agreement with the Changzhou National Hi-Tech district to build the company's first automotive sheet manufacturing facility in China.
On 17 September 2012, Hindalco Industries announced that it had achieved financial closure for its Rs 13195 crore greenfield aluminium smelter project at Lapanga in Odisha.
Hindalco's Utkal Alumina Refinery became operational in 2013. The company also commissioned Hirakud Flat Rolled Products plant in 2013.
On 11 August 2015, Hindalco Industries announced that credit rating agency CRISIL has downgraded Long-Term rating of the company's bank facilities and Non Convertible Debentures from AA/Negative to AA-/Stable.
Hindalco's Mahan Aluminium and Aditya Aluminium smelters and Utkal refinery became operational in 2015. The company acquired the Gare Palma Coal mines in Chhattisgarh and the Kathautia and Dumri Coal mines in Jharkhand through auction in 2015.
On 14 September 2016, Novelis Inc. announced the completion of the previously announced offering of $1.5 billion aggregate principal amount of 5.875% senior notes due 2026 by Novelis Corporation, an indirect wholly-owned subsidiary of Novelis.
Hindalco's greenfield projects - Mahan Aluminium, Aditya Aluminium and Utkal Alumina ramped up to full capacity in 2016.
Hindalco successfully raised USD 500 million through Qualified Institutional Placement (QIP) in March 2017. There was a strong participation from FIIs and long- only investors, generating demand in excess of USD 1.5 billion (3x subscription). The QIP was priced at zero discount to the previous day's closing share price. Accordingly the company Issued and allotted 17,68,27,659 equity shares of Re 1 each at the issue price of Rs 189.45 per equity share on 09th March, 2017 vide Qualified Institutional Placement.
Novelis entered into a joint venture agreement in May 2017 with Kobe Steel, Japan to sell 50 per cent of its ownership interest in its Ulsan, South Korea facility, for USD 315 million. Located in the industrial hub of Korea, Novelis' Ulsan facility focuses on the production of rolled aluminum sheet for a variety of markets in Asia.
In FY 2017, Hindalco divested Aditya Birla Minerals Limited, Australia for Rs 367 crore. With the new coal linkage in FY 2017, coal security improved to over 60 per cent of the annual requirement of Hindalco's domestic aluminium business. In FY 2017, Gare Palma IV/4 Coal Mines and Gare Palma IV/5 Coal Mines reached their peak capacity. The operations at Kathautia Mines commenced in February 2017.
During the fiscal year 2018, the company's subsidiary Novelis Inc completed JV to establish Ulsan Aluminium in South Korea, by selling approximately 50% its ownership to Kobe Steel for US$ 314 million which have helped to unlock the value. Novelis with its objective to invest in world class assets and technical capabilities to position itself to meet the increasing global demand for aluminium from the Automotive market, announced its plans to setup a 200 Kt automotive finishing facility in Guthrie, Kentucky, US which is expected to be commissioned in CY 2020. Novelis has agreed to acquire the operating facilities and manufacturing assets at its plant in Sierre, Switzerland, that has been historically leased.
Aditya Birla Nuvo Ltd. got amalgamated with Grasim Industries Ltd. Upon amalgamation, financial service business got de-merged from Grasim Industries Ltd. and transferred to Aditya Birla Financial Services Ltd. Pursuant to the scheme of amalgamation between Aditya Birla Nuvo Limited (ABNL) and Grasim Industries Limited (Grasim), having record date of 6th July, 2017, the Company received 12,975,618 shares of Grasim in exchange of 8,650,412 equity shares it held of ABNL as at record date, making total equity shares held in Grasim to 28,222,468. Further, pursuant to the scheme of demerger of Aditya Birla Capital Limited (ABCL) (formerly Aditya Birla Financial Services Limited) from Grasim, having record date of 20th July, 2017, the Company received 39,511,455 equity shares of ABCL for 28,222,468 equity shares it held of Grasim as at record date.
During the year 2017-18,the company spent towards capital expenditure relating to Aluminium and Copper segments amounting to Rs 1,388.07 crore and Rs 236.50 crore, respectively.
The company bagged India Manufacturing Excellence Awards 2017-18, Silver Certificate for Manufacturing Effectiveness-Mahan facility.
During the FY2019,the company spent capital expenditure relating to Aluminium and Copper segments amounting to Rs 911.75 Crore and Rs 205.98 Crore, respectively
The company's subsidiary Novelis signed a definitive agreement to purchase Aleris Corp for US $2.6 billion in July 2018. This will strengthen its leadership position in the fastest growing automotive segment, thereby enhancing its Asia operations with full metal chain integration in China, further diversifying its portfolio with its entry into the aerospace segment. This transaction is expected to close in FY20 post all the pending regulatory approvals.
The Board of Directors in their meeting on 09th August 2019, had approved the issuance of Commercial Papers for an amount not exceeding Rs 900 Crore. Further, on 22nd November 2019, the Company allotted 18,000 securities at Rs 900 Crore issue size, maturing on 20th February 2020 on Private Placement.
On 14th April 2020, Novelis completed the acquisition of US-Based Aleris Corp. The integration process has commenced while driving synergies and unlock value. Divestment procedures for automotive assets in Lewisport in the US and Duffel in Europe is underway.
During the year ended 31/03/2020, capital expenditure relating to Novelis, Aluminium, Copper and All Other Segments are Rs 4,462 Crore, Rs 1,987 Crore, Rs 109 Crore and Rs 32 Crore, respectively.
The company recognised as Aluminium Industry Leader for its sustainability performance in the 2020 edition of the S&P Dow Jones.
In April 2020, Novelis availed short-term loan to the tune of Rs 8,363 Crore (USD1.1 billion) for the purpose of funding a portion of the consideration payable in connection with the acquisition of Aleris. This loan has been prepaid in full during the year ended 31 March 2021.
On 30 September 2020, the Group has completed the sale of its assets at Duffel, Belgium to ALVANCE, the international aluminum business of the GFG Alliance at a consideration of Rs 2,675 Crore (EURO 310 million as of 30 September 2020). Divestiture of Duffel was a precondition to the acquisition of Aleris as determined by the European Commission and Chinese State Administration for Market Regulation (SAMR). At the transaction date the Group has received Rs 1,812 Crore (EURO 210 million) in cash. Both the parties have agreed to a post-closing arbitration process on the remaining Rs 863 Crore (EURO 100 million as of 30 September 2020).
On November 8, 2020, the Group entered into a definitive agreement with American Industrial Partners (AIP) for the sale of Lewisport which got completed on 30 November 2020.
The Company completed its 5,00,000 tonne Utkal's Alumina refinery brownfield capacity expansion project in FY 2022, which was at a capital outlay of around Rs. 1,500 crore. It acquired two facilities, aluminium extrusions business in Kuppam, Andhra Pradesh, valued at $79 million to expand its presence in the upper end of the value-added to enhance capabilities in high-end extrusions and a fabricated solutions and Ryker's 2,25,000 tonne copper rod facility in Gujarat. It increased downstream capacities in the Flat Rolled Products, Extrusions and other flat rolled products. It entered two new segments, Cu-Mg Alloy rods for railways, and Inner Groove Tubes for ACs. In FY2021-22, the business diversified its product offering with multiple new high-tech products for value-added applications in the wire and cables, refractories and abrasives segments.
Hindalco Industries Ltd
Chairman Speech
Dear Shareholders,
For many years, we have been talking about increasing volatility and
unpredictability. The events of the last 24 months have heralded a new era of uncertainty
where both the amplitude and frequency of shifts have vastly exceeded anything we have
seen in recent decades.
The unprecedented pandemic was followed by supply chain whiplash, and
further disruption was brought on by the Russia-Ukraine war. We are now staring at the
spectre of a high-interest rate and high-inflation regime globally.
Over the years, corporations have tried to find a balance between
efficiency and resilience, with successive decades of growth having swung the pendulum in
the direction of efficiency. The events of the last two years have again taught us all the
virtues of reserves and resilience.
This era of disruption also presents a unique opportunity for renewal.
The exigencies of this disruption have pushed the boundaries of innovation.
A world where traditional rules didn't apply, freed thinking from its
conventional shackles. And we are clearly staring at a new age, with new
paradigms and new ideas.
Global Economy:
The Storm Before the CalmRs
The Global economy recovered from the pandemic shock in 2022 on the
back of supportive fiscal and monetary policies and mass vaccination programmes. However,
at the end of FY2021-22, the war in Ukraine and the subsequent economic sanctions on
Russia posed a large shock. It disrupted energy markets and supply chains and added to the
already evolving inflationary pressures and concerns over consumer demand. Consequently,
growth forecasts have been slashed.
The International Monetary Fund (IMF) now expects the world economy to
grow by 3.6% in CY2021-22, which is 0.8 percentage points lower than its pre-war
projections.
Many economies have experienced a sharp surge in inflation recently,
particularly in food and fuel prices, taking their inflation rates to multidecade highs.
Central banks have been forced to respond to surging prices with aggressive rate hikes.
The pace of monetary tightening is turning out to be quite swift as central bankers
attempt to catch up with the rising inflation from their ultra-accommodative stance during
the pandemic.
As the stance of monetary policy shifts, there is greater turbulence in
currency markets. The dollar has strengthened, while emerging economies have witnessed
downward pressure on their currencies. At the same time, energy and commodity markets have
witnessed heightened volatility. Global supply chain disruptions due to pandemic-induced
lockdowns have been replaced by new disruptions caused by the war in Ukraine and the
economic sanctions.
While the global economic backdrop remains challenging, there are
reasons to remain optimistic. First, despite the slowdown, IMF's projection of world GDP
growth in CY 2021-22 is still tracking the pre-pandemic average. Second, fiscal support in
developed economies remains above the pre-pandemic trend, even if somewhat diluted, versus
past years. Third, mega-trends around sustainability, green investments, digitisation, and
disintermediation remain well-entrenched and will support growth and productivity
enhancement in the medium term.
Thus, while businesses will need to remain on guard regarding financial
market volatility and cost pressures this year, one could expect the medium-term growth
recovery to remain on track.
India: An Engine of Global Growth
The Indian economy has not remained unscathed by these global
developments. Partly on account of the elevated commodity prices in global markets,
India's inflation has pushed higher than the target of the Reserve Bank of India (RBI). To
control inflationary risks, and reduce the pressure on the rupee, RBI has been selling
reserves and unwinding the extraordinary liquidity support provided by it during the
pandemic.
On the positive side, economic activity in India has witnessed a sharp
recovery to pre-pandemic levels on the back of a rapid and widespread rollout of the
vaccination programme. A strong digital ecosystem, fiscal and monetary policy and various
government schemes helped small and medium enterprises and the worst affected sections of
the population to survive while reviving demand and bringing the economy back on track.
Even as the global headwinds are being felt, India's growth recovery is
progressing well, and most estimates peg economic growth during FY 2022-23 around the 7%
range. India, therefore, is poised to be the fastest-growing major economy in the world
and an engine of global growth.
India's exports are exhibiting a strong buoyancy, and economic
sentiment has been supported by a robust pipeline of infrastructure projects as well as
the government's pragmatic policies, such as the production-linked incentives schemes.
Many industries have witnessed fresh project investment announcements. Foreign direct
investment flows have remained strong. The burden of non-performing assets in the banking
sector seems to have peaked out and is easing. Dynamism in India's digital ecosystem,
diversification of global supply chains, away from China, and the greater emphasis of
investors on sustainable finance offer new opportunities for India.
The trends lend confidence to a robust economic narrative for India in
the medium term, which augurs well for the corporate sector as well.
Aditya Birla Group: Dynamism and Resilience at Play
The Aditya Birla Group's pace of activity, range of businesses, and
depth of global presence provides a useful compass to navigate this age of disruption.
Against the backdrop of our long history as a Group, dynamism leaps out as a common theme.
Over the years, we have witnessed multiple business cycles.
Across businesses and markets, our evolution is a story of continuous
renewal and regeneration, as we aggressively invested in growth and created long-term
value for all stakeholders. This institutional dynamism and resilience helped us navigate
an unprecedented business environment in FY2021-22.
The pandemic inordinately impacted the future of work, workforce, and
workplace. We have moved with the new work ethic by focusing on a holistic employee
experience that puts equal emphasis on growth, engagement, and wellbeing.
Our employees value and appreciate the One ABG culture, which is
profoundly embedded across the organisation.
This culture gives the ultimate competitive edge in a world where
business models are easily upended.
It has been a matter of great pride for us that our employee engagement
has continued to be strong despite the stresses of the pandemic. 87% of our employees
stated in a survey that they have a colleague/friend at work to lean on during difficult
times. 96% of our employees experienced considerate behaviour from their managers during
this period.
We Are Only as Strong as Our People
The Group's continued focus and investment in its People Processes in
good times have helped us build and sustain a robust and agile workforce that is able to
be nimble and responsive at all times. When corporates across the world are facing a
rather unusual phenomenon - The Great Resignation - our employee survey score for Intent
to stay remained strong. It is higher than the Global High Performing organisations and
almost similar to pre-COVID levels. This strong affinity is a testimony to our relentless
commitment to delivering a world of opportunities with care to our employees.
Internal employee movements of over 5,000 (within the businesses) were
up 18% from the average of the last two fiscals. We also focussed on bringing in young
talent, with 73% of new hires being under 35 years of age. Last year, over 9,000 new
employees joined the Group refreshing our competence base.
Building an aspirational workplace for a diverse workforce was
identified as one of the important aspects of our new HR strategy. Enhancing the diversity
of our Group is a journey, and it is getting strengthened with targeted efforts over time.
Our commitment to gender diversity is evident through the appointment of 7 women to senior
leadership roles. 21% of all new hires were women, and we had 102 women engineering
graduates join us at plant locations.
We have always looked for opportunities to showcase the power of our
women leadership. This year, our cement business, UltraTech launched India's first
'all-women' operated Ready-Mix Concrete (RMC) manufacturing plant at Bhugaon, Pune. Our
list of firsts includes Aditya Birla AMC's all-women Mutual Fund branch in Bhilai,
Chhattisgarh and Aditya Birla Fashion and Retail's Madura manufacturing plants in the
South zone, which has 85% women employees.
Our learning strategy evolved continually to adapt in response to the
dynamic external environment. This was achieved by re-designing innovative learning
properties and methodologies focussing on building contemporary and contextual skills. We
shifted gears across digital, blended, and now hybrid learning, making it easier to shift
across modes of learning for different sets of learners. We strategically increased the
adoption and penetration of our digital learning platform (Gyanodaya Virtual Campus) to
cover 94% of our employees in the management cadre. Leveraging the power of internal and
external networks, 500+ high-quality digital content modules were created on various
themes and topics across ABG.
The spirit of ABG's resilience and dynamism was displayed at an
individual, team and business level.
This has been reflected in the business results for FY2021-22.
This year also saw the launch of new businesses, units, capacity,
products, and brands. This happened seamlessly, presenting a unique human story of
innovation and grit; and bringing alive our Group values of commitment and passion. We
have together navigated an unprecedented period of disruption and emerged stronger and
sharper— demonstrating that care, empathy, and results are mutually compatible.
Especially so in periods of turmoil.
Your Company's Performance
Your Company delivered its exceptional financial and operational
performance consolidated performance in FY2021-22, backed by favourable macros, better
cost control and operational efficiencies. This record performance was delivered despite
challenges like the ongoing pandemic, a steep inflation in input costs, volatility in
commodity prices, and global supply chain disruptions due to the geopolitical situations.
Despite these headwinds, your Company registered an all-time high
consolidated business EBITDA of '30,056 Crore on a turnover of '1,95,059 Crore in
FY2021-22. Your Company's aluminium business in India and Novelis continued to deliver a
record financial performance, despite tough market conditions caused by inflationary
challenges and rising input costs.
The major enablers were improved macros, thrust on operational
efficiencies and improved performance of India downstream business and a strong revival of
demand. All the plants operated at their designed capacities during the year in both
Aluminium and Copper. Hindalco's consolidated EBITDA continued to be delinked from the
volatility of the global aluminium prices taking together the EBITDA of Novelis, Copper
and India Aluminium downstream VAP.
As a step towards the downstream expansion plans in India, your Company
acquired Hydro's aluminium extrusions business in Kuppam, Andhra Pradesh, aligned with
its's strategy to increase downstream capacity to meet the growing market demand, further
expand product portfolio and increase revenue from value-added products. The Kuppam plant
will also serve as an archetype for Hindalco's upcoming state-of-the-art extrusions plant
in Silvassa in Western India. Your Company intends to build a larger value-added product
portfolio over the next few years.
Your Company's Copper business, delivered a strong performance across
all fronts amid challenges posed by the pandemic, rise in LME, and supply chain
disruptions. In FY2021-22, your Company acquired Polycab's CCR unit, Ryker (now Asoj)
having a capacity of 2,25,000 MT of copper rods in Gujarat. Post this acquisition, Birla
Copper now ranks among the world's Top-3 copper rod players outside of China.
The cathode production was 359 kt in FY2021-22 versus 262 kt in the
prior year. The Continuous Cast Rod production was higher at 259 kt in FY2021-22, versus
235 kt in the previous year.
Novelis reported yet another remarkable performance this year with a
record shipment of 3,858 kt, adjusted EBITDA of $2.045 Billion. The adjusted EBITDA/ tonne
of $530 was also the highest ever. Novelis continues to improve its product mix with the
share of beverage can sheet at 58%, Automotive body sheets at 17%, Specialties at 23% and
Aero at 2% in FY2021-22. Novelis reported the share of recycled contents at 57% in
FY2021-22, and continues to be world's largest recycler. Your Company continues to focus
on strengthening the balance sheet with the consolidated Net Debt- to-EBITDA at 1.36 times
at the end of the FY2021-22 from the peak of 3.83 times at the end of June 2020 post the
closure of the Aleris acquisition and 2.59 times at the end of March 2021.
On the back of this strong and exceptional performance and with a
strong balance sheet, your Company announced a total capital expenditure of nearly $8
Billion to be spent over the next five years in India and Novelis together. All these
investments are directed towards your Company's focus on transformational organic growth
through expansion in the downstream businesses in Novelis and India. This investment
includes Novelis' identified more than $4.5 Billion worth of potential organic
opportunities to serve the growing demand for sustainable aluminium products. In the India
business, your Company has announced a capex investment of around $3-3.3 Billion that
shall be allocated to high- growth downstream projects in the growing segments of EVs,
E-Mobility, Packaging, Batteries, Building & Construction, and Consumer Durables.
During FY2021-22, your Company retained its position of being World's
Most Sustainable Aluminium Company (as per S&P Dow Jones Sustainability Indices
Corporate Sustainability Assessment 2020 & 2021) and the only aluminium company in the
DJSI World Index 2021. In addition to this, your Company also achieved the prestigious
Gold Class Distinction in the 'S&P Global Sustainability Yearbook'
of 2022. This sustainability-led approach to business has enabled your Company to
strengthen its balance sheet and set global benchmarks on sustainable business practises.
These affirmations inspire your Company to continue to walk the path of sustainability.
Conclusion
The forces of change engulfing the world are creating a whole new set
of exciting possibilities and unbelievable opportunities. Many that didn't even exist
yesterday. We are uniquely privileged that we are not passive recipients of changing
circumstances but can actively shape our destiny. And this tomorrow is for us to discover
and build.
Across businesses, we are at the cusp of a transformational growth
cycle.
As a business house, we have always made investment decisions based on
long-term fundamental drivers like market opportunity, demography, technology, etc. Our
strong leadership position across key businesses has come on the back of bold but
calibrated long-term bets. Given the inherent strengths of your Company, we are again at a
moment where we are uniquely positioned to invest for long-term growth and explore new
paradigms.
An exciting journey beckons.
| Kumar Mangalam Birla |
| Chairman |
Hindalco Industries Ltd
Company History
Hindalco Industries Limited is the metals flagship company of Aditya Birla Group. A US $60 billion metals powerhouse, Hindalco is the world's largest aluminium rolling and recycling company, and a major player in copper. It is also one of Asia's largest producers of primary aluminium.The company's aluminium units across the globe encompass the entire gamut of operations, from bauxite mining, alumina refining and aluminium smelting to downstream rolling, extrusions, foils, along with captive power plants and coal mines. Their copper unit, Birla Copper, produces copper cathodes, continuous cast copper rods and other by-products, such as gold, silver and DAP fertilisers.
Hindalco Industries Limited was incorporated in December 15th, 1958. In year 1962, the Company commenced production with an initial capacity of 20,000 mtpa of aluminium metal and 40,000 mtpa of alumina at Renukoot (Uttar Pradesh). In the year 1965, they commissioned downstream capacities in Rolling and Extrusion Mills at Renukoot. In the year 1968, the Company commissioned Renusagar Power Plant.
In the year 1994, the Company made a huge expansion, modernisation and diversification programme in their working areas. In the year 1998, foil plant of the company came to existence at Silvassa. Also, the company attained ISO 14001 EMS certification during the year. In the year 1999, the company commenced aluminium alloy wheels production at Silvassa. Also, they expanded the metal capacity at Renukoot to 242,000 tpa.
In the year 2000, the company acquired the controlling stake in Indian Aluminium Company Ltd (Indal) with 74.6 per cent equity holding. The company entered 'The Asia Top 25' list of the CFO Asia Annual Report Survey, the only Indian company in 2001.
In the year 2002, the company commissioned the ninth potline at an outlay of Rs 1, 800 crore. They made a major corporate restructuring to create a non-ferrous metals powerhouse. During the year, Indo Gulf Corporation Ltd's copper business, Birla Copper, was amalgamated with the company with effect from April 1, 2002.
In the year 2003, the company through Aditya Birla Minerals Ltd (ABML) acquired Nifty Copper Mine. Also, in November 2003, ABML acquired the Mt Gordon copper mines. The company divested 8.6% holding in Indo Gulf Fertilizers Ltd. Also, they made brownfield expansion of aluminium smelter at Renukoot to 345,000 tpa.
In the year 2004, the company expanded the copper smelter to 250,000 tpa. In the year 2005, all business of Indal, expect for the Kollu Foil plant in Andhra Pradesh, merged with the company. They commissioned copper III expansion, taking total capacity to 500,000 tpa. Also, the company signed a MoU with state governments of Orissa and Jharkhand for setting up Greenfield alumina, refining, smelting and power plants.
In the year 2006, the company made a joint venture with Almex USA for manufacture of high strength aluminium alloys. The company singed an MoU with government of Madhya Pradesh for a Greenfield aluminium smelter in Siddhi. In March 2006, the company acquired an aluminium rolling mill and wire rods facility situated at Mauda (Nagpur), from Asset Reconstruction Company (India) Ltd (ARCIL), belonging to Pennar Aluminium Company Ltd. In May 2006, the company entered into a joint venture with Essar Power (M.P.) Ltd to develop and operate mines at Mahan, Madhya Pradesh.
In 2007, Hindalco created history in the Indian aluminium industry by acquiring Novelis Inc., a global leader in aluminium rolling and can recycling. In May 2007, Novelis became a subsidiary of Hindalco with the completion of acquisition process. The company acquired Alcon's 45% equity stake in Utkal Alumina project, makes the company, the 100% project owner. In the year 2008, the company expanded the alumina at Muri.
During the year 2009-10, the company completed the Muri Alumina Refinery from 110,000 tpa to 450,000 tpa. They completed the expansion Hirakud smelter from 143,000 tpa to 155,000 tpa. In October 5, 2009, the company incorporated a wholly-owned subsidiary by the name Mauda Energy Ltd for generation of power to be used captively. During the year 2010-11, the company completed the Smelter expansion at Hirakud from 155 KTPA to 161 KTPA. In March 4, 2011, the company dissolved the Indal Exports Ltd. Also, A V Aluminium in Canada was merged with Novelis Inc.
In 2011, Hindalco refinanced US$4 billion debt to finance its acquisition of Novelis to enable strategic flexibility for growth. Hindalco achieved financial closure of two projects through debt financing in 2011 viz. Utkal Alumina for Rs 4906 crore and Mahan aluminium for Rs 7875 crore.
On 10 April 2012, Hindalco's US subsidiary Novelis Inc announced that it had signed an agreement with the Changzhou National Hi-Tech district to build the company's first automotive sheet manufacturing facility in China.
On 17 September 2012, Hindalco Industries announced that it had achieved financial closure for its Rs 13195 crore greenfield aluminium smelter project at Lapanga in Odisha.
Hindalco's Utkal Alumina Refinery became operational in 2013. The company also commissioned Hirakud Flat Rolled Products plant in 2013.
On 11 August 2015, Hindalco Industries announced that credit rating agency CRISIL has downgraded Long-Term rating of the company's bank facilities and Non Convertible Debentures from AA/Negative to AA-/Stable.
Hindalco's Mahan Aluminium and Aditya Aluminium smelters and Utkal refinery became operational in 2015. The company acquired the Gare Palma Coal mines in Chhattisgarh and the Kathautia and Dumri Coal mines in Jharkhand through auction in 2015.
On 14 September 2016, Novelis Inc. announced the completion of the previously announced offering of $1.5 billion aggregate principal amount of 5.875% senior notes due 2026 by Novelis Corporation, an indirect wholly-owned subsidiary of Novelis.
Hindalco's greenfield projects - Mahan Aluminium, Aditya Aluminium and Utkal Alumina ramped up to full capacity in 2016.
Hindalco successfully raised USD 500 million through Qualified Institutional Placement (QIP) in March 2017. There was a strong participation from FIIs and long- only investors, generating demand in excess of USD 1.5 billion (3x subscription). The QIP was priced at zero discount to the previous day's closing share price. Accordingly the company Issued and allotted 17,68,27,659 equity shares of Re 1 each at the issue price of Rs 189.45 per equity share on 09th March, 2017 vide Qualified Institutional Placement.
Novelis entered into a joint venture agreement in May 2017 with Kobe Steel, Japan to sell 50 per cent of its ownership interest in its Ulsan, South Korea facility, for USD 315 million. Located in the industrial hub of Korea, Novelis' Ulsan facility focuses on the production of rolled aluminum sheet for a variety of markets in Asia.
In FY 2017, Hindalco divested Aditya Birla Minerals Limited, Australia for Rs 367 crore. With the new coal linkage in FY 2017, coal security improved to over 60 per cent of the annual requirement of Hindalco's domestic aluminium business. In FY 2017, Gare Palma IV/4 Coal Mines and Gare Palma IV/5 Coal Mines reached their peak capacity. The operations at Kathautia Mines commenced in February 2017.
During the fiscal year 2018, the company's subsidiary Novelis Inc completed JV to establish Ulsan Aluminium in South Korea, by selling approximately 50% its ownership to Kobe Steel for US$ 314 million which have helped to unlock the value. Novelis with its objective to invest in world class assets and technical capabilities to position itself to meet the increasing global demand for aluminium from the Automotive market, announced its plans to setup a 200 Kt automotive finishing facility in Guthrie, Kentucky, US which is expected to be commissioned in CY 2020. Novelis has agreed to acquire the operating facilities and manufacturing assets at its plant in Sierre, Switzerland, that has been historically leased.
Aditya Birla Nuvo Ltd. got amalgamated with Grasim Industries Ltd. Upon amalgamation, financial service business got de-merged from Grasim Industries Ltd. and transferred to Aditya Birla Financial Services Ltd. Pursuant to the scheme of amalgamation between Aditya Birla Nuvo Limited (ABNL) and Grasim Industries Limited (Grasim), having record date of 6th July, 2017, the Company received 12,975,618 shares of Grasim in exchange of 8,650,412 equity shares it held of ABNL as at record date, making total equity shares held in Grasim to 28,222,468. Further, pursuant to the scheme of demerger of Aditya Birla Capital Limited (ABCL) (formerly Aditya Birla Financial Services Limited) from Grasim, having record date of 20th July, 2017, the Company received 39,511,455 equity shares of ABCL for 28,222,468 equity shares it held of Grasim as at record date.
During the year 2017-18,the company spent towards capital expenditure relating to Aluminium and Copper segments amounting to Rs 1,388.07 crore and Rs 236.50 crore, respectively.
The company bagged India Manufacturing Excellence Awards 2017-18, Silver Certificate for Manufacturing Effectiveness-Mahan facility.
During the FY2019,the company spent capital expenditure relating to Aluminium and Copper segments amounting to Rs 911.75 Crore and Rs 205.98 Crore, respectively
The company's subsidiary Novelis signed a definitive agreement to purchase Aleris Corp for US $2.6 billion in July 2018. This will strengthen its leadership position in the fastest growing automotive segment, thereby enhancing its Asia operations with full metal chain integration in China, further diversifying its portfolio with its entry into the aerospace segment. This transaction is expected to close in FY20 post all the pending regulatory approvals.
The Board of Directors in their meeting on 09th August 2019, had approved the issuance of Commercial Papers for an amount not exceeding Rs 900 Crore. Further, on 22nd November 2019, the Company allotted 18,000 securities at Rs 900 Crore issue size, maturing on 20th February 2020 on Private Placement.
On 14th April 2020, Novelis completed the acquisition of US-Based Aleris Corp. The integration process has commenced while driving synergies and unlock value. Divestment procedures for automotive assets in Lewisport in the US and Duffel in Europe is underway.
During the year ended 31/03/2020, capital expenditure relating to Novelis, Aluminium, Copper and All Other Segments are Rs 4,462 Crore, Rs 1,987 Crore, Rs 109 Crore and Rs 32 Crore, respectively.
The company recognised as Aluminium Industry Leader for its sustainability performance in the 2020 edition of the S&P Dow Jones.
In April 2020, Novelis availed short-term loan to the tune of Rs 8,363 Crore (USD1.1 billion) for the purpose of funding a portion of the consideration payable in connection with the acquisition of Aleris. This loan has been prepaid in full during the year ended 31 March 2021.
On 30 September 2020, the Group has completed the sale of its assets at Duffel, Belgium to ALVANCE, the international aluminum business of the GFG Alliance at a consideration of Rs 2,675 Crore (EURO 310 million as of 30 September 2020). Divestiture of Duffel was a precondition to the acquisition of Aleris as determined by the European Commission and Chinese State Administration for Market Regulation (SAMR). At the transaction date the Group has received Rs 1,812 Crore (EURO 210 million) in cash. Both the parties have agreed to a post-closing arbitration process on the remaining Rs 863 Crore (EURO 100 million as of 30 September 2020).
On November 8, 2020, the Group entered into a definitive agreement with American Industrial Partners (AIP) for the sale of Lewisport which got completed on 30 November 2020.
The Company completed its 5,00,000 tonne Utkal's Alumina refinery brownfield capacity expansion project in FY 2022, which was at a capital outlay of around Rs. 1,500 crore. It acquired two facilities, aluminium extrusions business in Kuppam, Andhra Pradesh, valued at $79 million to expand its presence in the upper end of the value-added to enhance capabilities in high-end extrusions and a fabricated solutions and Ryker's 2,25,000 tonne copper rod facility in Gujarat. It increased downstream capacities in the Flat Rolled Products, Extrusions and other flat rolled products. It entered two new segments, Cu-Mg Alloy rods for railways, and Inner Groove Tubes for ACs. In FY2021-22, the business diversified its product offering with multiple new high-tech products for value-added applications in the wire and cables, refractories and abrasives segments.
Hindalco Industries Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 63rd Annual Report and
the audited standalone and consolidated financial
statements of your company for the year ended 31st March, 2022.
Financial Highlights
Rs in Crore
|
Consolidated |
Standalone |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Revenue from Operations |
1,95,059 |
1,32,008 |
67,653 |
42,701 |
| Other Income |
1,136 |
1,199 |
535 |
650 |
| Profit Before Interest, Tax and Depreciation
(PBITDA) |
29,638 |
18,896 |
11,828 |
4,884 |
| Depreciation and Amortisation |
6,729 |
6,628 |
1,752 |
1,708 |
| Impairment Loss/(Reversal) of Non Current
Assets (Net) |
155 |
138 |
95 |
140 |
| Finance Costs |
3,768 |
3,738 |
1,417 |
1,469 |
| Profit before Exceptional Items and Tax Share
in Profit / (Loss) in Equity Accounted Investments |
18,986 |
8,392 |
8,564 |
1,567 |
| Share of Equity Accounted Investments |
6 |
5 |
- |
- |
| Profit before Exceptional Items and Tax |
18,992 |
8,397 |
8,564 |
1,567 |
| Exceptional Items |
582 |
(492) |
(107) |
7 |
| Profit before Tax |
19,574 |
7,905 |
8,457 |
1,574 |
| Tax Expenses |
5,373 |
2,723 |
2,950 |
581 |
| Profit/ (Loss) for the year from Continuing
Operations |
14,201 |
5,182 |
- |
- |
| Profit/ (Loss) for the Year from Discontinued
Operations |
(464) |
(2,066) |
- |
- |
| Tax Expense/ (Benefit) of Discontinued
Operations |
7 |
(367) |
- |
- |
| Profit/ (Loss) for the year from
DiscontinuedOperations |
(471) |
(1,699) |
- |
- |
| Profit/ (Loss) for the year |
13,730 |
3,483 |
5,507 |
993 |
| Other Comprehensive Income / (Loss) |
(1,148) |
4,784 |
(397) |
3,780 |
| Total Comprehensive Income |
12,582 |
8,267 |
5,110 |
4,773 |
| Basic EPS - Continuing Operations (Rs) |
63.85 |
23.30 |
- |
- |
| Basic EPS - Discontinued Operations (Rs) |
(2.12) |
(7.64) |
- |
- |
| Basic EPS (Rs) |
61.73 |
15.66 |
24.76 |
4.46 |
Appropriations to Reserves :
|
|
Rs in Crore |
| Appropriations |
2021-22 |
2020-21 |
| Opening Balance in Retained Earnings and Other Comprehensive
Income |
11,026 |
6,624 |
| Total Comprehensive Income for the Current Year |
5,110 |
4,773 |
| Dividends paid |
(667) |
(222) |
| Hedging (Gain)/ Loss and cost of hedging transferred to non
financial assets |
(41) |
(1) |
| Employee Share Based Transactions |
2 |
2 |
| Transferred to Debenture Redemption Fund |
(150) |
(150) |
| Closing Balance in Retained Earnings and Other Comprehensive
Income |
15,280 |
11,026 |
Dividend:
For the year ended 31st March, 2022, the Board of Directors of your
Company has recommended dividend of Rs 4.00 per share (Previous year Rs 3.00 per share) to
equity shareholders.
Equity shares that may be allotted upon exercise of Options granted
under the Employee Stock Option Scheme and out of the Share Capital Suspense before the
Book Closure for payment of dividend will rank paripassu with the existing shares and
shall also be entitled to receive the aforesaid dividend.
In terms of provisions of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015,
herein after referred to as " Listing Regulations" your Company has formulated a
Dividend Distribution Policy. The Policy is given in Annexure I to the Annual
Report and is also accessible from your Company's Website www.hindalco.com.
Overview and State of the Company's Affairs:
The Standalone and Consolidated Financial Statements for the Financial
Year ended 31st March, 2022 have been prepared in accordance with the Indian Accounting
Standards (IND AS) as notified by the Ministry of Corporate Affairs.
Standalone full year highlights
Your Company registered a revenue of Rs 67,653 crores for the fiscal
year 2022 vs Rs 42,701 crores in the previous year up 58% on account of higher global
prices of aluminium and copper in FY22 versus EBIDTA of Rs 4,884 crores in FY21. EBITDA
(Earnings before Interest, Tax, Depreciation and Amortisation) stood at Rs 11,828 crores,
up 142% compared to the last year, on account of higher profitability in Aluminium
business supported by improved macros, higher volumes, and cost optimization. Depreciation
was up 3% at Rs 1,752 crore in FY22 versus Rs 1,708 crores in FY21. The Finance Cost was
lower on Year by 4% at Rs 1,417 crores in FY22 versus Rs 1,469 crores in FY21. This
reduction in finance cost was mainly due to overall reduction in the average cost of
long-term loans on account of re-financing. The Profit before Tax (and Before Exceptional
Items) stood at Rs 8,564 crore, up by 447% compared to the previous year due to higher
EBITDA. Net Profit for FY22 stood at Rs 5,507 crores as compared to Rs 993 crore up 455%
Year on Year compared to the previous year.
Consolidated Full Year Highlights
Hindalco's Consolidated Revenue stood at Rs 1,95,059 crore for FY22
compared to Rs 1,32,008 crore in the previous year up 48% on account of higher global
prices of aluminium and copper in FY22 versus FY21. The Company recorded consolidated
EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) of Rs 29,638 crore,
up by 57% due to favorable macros, strategic product mix and an improved performance by
the downstream business in FY22 versus FY21. Consolidated Profit before Tax (and Before
Exceptional Items) was Rs 18,992 crore in FY22, up by 126% compared to the previous year
on account of higher EBITDA. Net Profit after Tax in FY22, stood at Rs 13,730 crores
compared to Rs 3,483 crores in the previous year up 294% Year on Year on account of
exceptional performance by India Business in FY22. For detailed analysis, refer to the
Management Discussion and Analysis section of the Integrated Annual Report.
Highlights of the Company's Subsidiaries:
1. Utkal Alumina International Limited
Utkal Alumina revenues were Rs 4,594 crore in FY22 compared to Rs 2,787
crore in FY21 up by 65% because of higher transfer pricing compared to last year on
account of higher average global alumina prices in FY22 versus FY21. The EBITDA for FY22
stood at Rs 2,215 crore higher by 62% compared to Rs 1,371 crore in FY21. The Profit after
Tax in FY22 was Rs 1,099 crore versus Rs 605 crore in FY21 up by 82% Year on Year on
account of higher EBITDA in FY22. (Refer to the table below for comparison in FY22 versus
FY21 key financial number).
| Particulars (Rs in Crore) |
FY22 |
FY21 |
% Change |
| Revenue |
4,594 |
2,787 |
65% |
| EBITDA |
2,215 |
1,371 |
62% |
| PAT |
1,099 |
605 |
82% |
2. NoveLis Inc.
The Performance highlights of NoveLis Inc. are provided in detail for
FY22 versus FY21 in the Management Discussion and Analysis Section of the Integrated
Annual Report.
Key Initiatives
In India operations, Hindalco successfully completed its 500Kt UtkaL's
Alumina refinery brownfield capacity expansion in FY22. This project was at a capital
outlay of around Rs 1,500 crore. This has strengthened the Company's integration and
boosted the availability of best- in-class alumina and in a reduction of the overall cost
of production in FY22.
In FY22, Hindalco made two acquisitions valued $79 million of Hydro's
Kuppam Extrusion facility in India to expand its presence in the upper end of the
value-added to enhance our capabilities in high-end extrusions and a fabricated solutions
and a Copper cCr facility of Ryker (now Asoj) with capacity of 225 kt, expanding overall
capacities in the value-added segment. This will not only enhance the Company's
capabilities but also help the Company to move towards a more sustainable business model.
In addition to the above, Hindalco announced certain organic growth
investments in India in the businesses of Aluminium, Copper, Specialty Alumina and also
Resource Securitisation over the next five years in the range of $3.0-3.3 billion,
including some certain projects which are under appraisal. The company continues to focus
on its downstream strategy to increase its downstream capacities in the Flat Rolled
Products, Extrusions and other flat rolled products. All these investments are mainly
targeted towards catering the rising demand of downstream products in the domestic market.
Novelis has identified more than $4.5 billion of potential organic
capital investment opportunities to grow Novelis' business through debottlenecking,
recycling, and new capacity investments over the next five years focused on increasing
capacity and capabilities that meet growing customer demand and align with its
sustainability commitments. This includes expansion of cold rolling and recycling capacity
in Zhenjiang, China, a highly advanced recycling center for automotive in the U.S. and a
recycling center at UAL joint venture in South Korea.
This also includes Novelis' $2.5 billion greenfield, fully integrated
rolling and recycling plant in Bay Minette, Alabama. This new U.S. plant will support
strong demand for sustainable beverage can and automotive aluminum sheet and advance
towards a circular economy.
Novelis continues to focus on its safe integration of Aleris'
continuing operations to drive several strategic benefits and is expected to generate over
$220 million in synergies, through traditional integration cost synergies and strategic
synergies created by enhancing and integrating operations in Asia.
During the year, all these expansion projects are in line with
Company's Capital Allocation framework, focussed on value enhancing growth, its product
enrichment, maintaining a robust capital structure for maximising shareholder value.
Human Resources:
Several innovative people - focused initiatives have been instituted at
the Group level, and these are translated into action at all of the Group Companies. Our
basic objective is to ensure that a robust talent pipeline and a high-performance culture,
centred around accountability is in place. We feel this is critical to enable us retain
our competitive edge.
Research and Development
Your Company's Research & Development (R&D) activities are
focused on developing and commercializing premium differentiated products, improving our
competitive cost position, product quality and environmental sustainability. To support
these goals, we are managing a pipeline of projects that address near and mid-term needs,
as well as the exploration of future opportunities. This year R&D team continued
development in the area of making our processes greener & sustainable and value added
products & applications. These initiatives helped our plants to mitigate challenges of
raw material quality, reducing specific energy consumption and carbon footprint, cost
effective management of waste generated during processing, recovery of value from
by-product as well as any waste products. Specific programs have also been initiated to
adopt new digitalisation techniques such as soft sensors, digital twins, etc. The
predictive and prescriptive models based on AI /ML data analytics coupled with physic
based models are helping better process control & achieve desired process performance.
These tools also help in understanding the requirement of existing and prospective
customers, and provide a better service, in order to increase your company's market share
in the chosen market space. Technical competencies developed by your company will go a
long way in terms of quick absorption of technologies, enabling pushing boundaries of our
processes, so as to increase the economic performance and improve our new product/ new
application pipeline to address the impending market opportunities.
Your Company already operates three Hindalco Innovation Centres (HIC),
one HIC-Alumina at Belagavi working on R&D of bauxite ore, alumina refining and
specialty alumina, hydrate products and their application in different end uses; as well
as waste management; and one HIC-SemiFab located at Taloja, near Mumbai, working in the
area of tribology, energy and environment management and aluminium fabricated products and
new applications. Additionally, R&D Team at Birla Copper, Dahej, is focusing on
maximisation of copper recovery as well recovery of various metal values, such as,
Selenium, Tellurium, Nickel, Bismuth, etc., from the effluent generated in the plant and
value added applications of the solid wastes. In addition, your company engages the Aditya
Birla Group's corporate
research and development centre, Aditya Birla Science and Technology
Company Private Limited ("ABSTCPL"), for conducting R&D in select areas of
work through chartered R&D projects. These are based on the domain expertise and
R&D facilities available in ABSTCPL. ABSTCPL's forte of having multidisciplinary teams
of technical experts, scientists and engineers, enables your company to develop building
competencies in select areas, as a long term value to business. Both the HICs at Belagavi
and Taloja as well as ABSTCPL are DSIR, GOI recognised R&D Centres. Parallelly, we
also work with different R&D institutes of national and international reputes to
develop technologies for our mutual benefits. The engagement has resulted into patent
applications, which have been and will be assigned to your company on the grant of the
patent.
Consolidated Financial Statements:
The Consolidated Financial Statements for the year ended 31st March,
2022 have been prepared by your Company in accordance with the provisions of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards
and the provisions of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 "Listing Regulations" and forms part
of the full Annual Report.
Employee Stock Option Schemes:
ESOS - 2006
During the year ended 31st March 2022, the Company has allotted 391,304
fully paid-up equity share of Rs 1/- each of the Company (Previous year 65,652) on
exercise of options under ESOS 2006.
ESOS - 2013:
During the year ended 31st March 2022, the Company has allotted 97,173
fully paid-up equity share of Rs 1/- each of the Company (Previous year 3,95,908) on
exercise of options under ESOS 2013.
ESOS - 2018:
During the year, the Company has granted 18,72,984 stock options
(Previous year 5,82,240) and 612,560 RSUs (Previous year 20,487) under ESOS 2018. Hindalco
Employee Welfare Trust has transferred 8,78,968 fully paid-up equity share of Rs 1/- each
of the Company during the year on exercise of Options under ESOS 2018.
The details of Stock Options and Restricted Stock Units granted under
the above-mentioned Schemes are available on your Company's website viz. www.hindalco.com.
A certificate from the statutory auditor on the implementation of your
Company's Employees Secretarial Option Schemes wi ll be placed at the ensuing Annual
General Meeting for inspection by the members.
There is no material change in the Schemes and the aforementioned
schemes are in compliance with SEBI ( Share Based Employee Benefits) Regulations, 2014.
Corporate Governance
Your Directors reaffirm their continued commitment to good corporate
governance practices. Your Company fully adheres to the standards set out by the
Securities and Exchange Board of India for Corporate Governance practices.
The entire report on Corporate Governance forms part of Integrated
Annual Report.
Directors' Responsibility Statement
As stipulated in Section 134(3)(c) of the Companies Act, 2013
("the Act"), your Directors subscribe to the "Directors' Responsibility
Statement" and confirm that:
a) in the preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanations relating to material
departures;
b) the accounting policies selected have been applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company as at 31st March, 2022 and of
the profit of your company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of your company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts of your Company have been prepared on a going
concern basis;
e) your Company had laid down internal financial controls and that such
internal financial controls are adequate and were operating effectively;
f) your Company has devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Energy, Technology and Foreign Exchange:
The information on conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013, read with Companies (Accounts) Rules, 2014 is set out in Annexure II to
this Report.
Particulars of Employees:
In accordance with the provisions of Section 197(12) of the Companies
Act,2013 ("the Act"), read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be
set out in the Directors' Report, as an addendum thereto. However, in Line with the
provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are
being sent to aLL Members of your Company excluding the aforesaid information about the
employees. Any Member, who is interested in obtaining these particulars about employees,
may write to the Company Secretary at the Registered Office of your Company.
Disclosures pertaining to remuneration and other details as required
under section 197(12) read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached as Annexure III to the Integrated Annual
Report.
Directors:
Board constitution and changes:
Mr.Kumar MangaLam BirLa (DIN: 00012813) wiLL retire from office by
rotation at Annual General Meeting, and being eligible, offers himseLf for reappointment.
Mr. Kumar MangaLam BirLa has given required declaration under Companies Act, 2013.
Mr. Praveen Kumar Maheshwari (DIN:00174361) is re-appointed as the
WhoLe-time Director for a term of 1 Year w.e.f. 28th May, 2022, subject to shareholders
approval at the ensuing Annual GeneraL Meeting. He is aLso the Chief Financial Officer of
the Company.
Brief resume of the Directors being appointed and re-appointed form
part of the Notice of the ensuing Annual General Meeting.
The Board recommends, re-appointment of Mr. Kumar MangaLam BirLa and
Mr. Praveen Kumar Maheshwari. Item seeking your approvaL is incLuded in the Notice
convening the Annual General Meeting.
Brief resumes of the directors being appointed/ reappointed form part
of the notice of the ensuing Annual General Meeting.
All the directors being appointed/reappointed have given required
declaration under Companies Act, 2013 and Listing Regulations.
Independent Directors Statement:
Independent Directors on your Company's Board have submitted
decLarations of independence to the effect that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations.
Policy on appointment and remuneration of Directors and Key Managerial
Personnel:
The Nomination and Remuneration Committee has formulated the
remuneration poLicy of your company which is attached as Annexure IV to the
Integrated Annual Report.
Meetings of the Board:
The Board of Directors of your Company met Seven times during the year,
detaiLs of which are given in the Corporate Governance Report forming part of the
Integrated Annual Report.
Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing and DiscLosures Requirement) Regulations, 2015, the
Directors has carried annual performance evaluation of Board, Independent Directors, Non
Executive Directors, Executive Directors, Committee and Chairman of the Board.
The evaLuation framework focused on various aspects of the Board and
Committees such as review, timeLy information from management etc. Also, the performance
of individual directors was divided into Executive, Non Executive and Independent
Directors and based on the parameters such as contribution, attendance, decision making,
action oriented, externaL knowLedge etc.
Board members have evaluated Independent Directors, Non executive
Directors, Executive Directors, Committee and Chairman of the Board. The resuLt of
evaLuation was satisfactory and meets the requirements of the Company. Board fuLLy agreed
and rated 100% on its functioning, skiLL sets and working atmosphere. Independent
Directors scored weLL on expressing their views and in understanding the Company and its
requirements. Non-Executive Directors scored weLL in understanding the Company and its
requirements and keep themseLves current on the areas to be discussed. Executive Directors
are action oriented and ensures timeLy implementation of the Board decisions. Board is
completely satisfied with the functioning of various Committees. Board has fuLL faith in
the Chairman in Leading the Board effectiveLy and ensuring contribution from all its
members.
Audit Committee:
The Audit Committee comprises Mr. K.N. Bhandari, Independent Director,
Mr. Vikas BaLia, Independent Director & Mr. Y.P. DandiwaLa, Independent Director. Mr.
Satish Pai :Managing Director and Mr. Praveen Kumar Maheshwari: Chief FinanciaL Officer
and WhoLe-Time Director are the permanent invitees. Further details relating to the Audit
Committee are provided in the Corporate Governance Report forming part of the Integrated
Annual Report.
Key Managerial Personnel:
In terms of provisions of Section 203 of the Companies Act, 2013, Mr.
Satish Pai: Managing Director, Mr. Praveen Kumar Maheshwari : Chief FinanciaL Officer and
WhoLe Time Director and Mr. AniL MaLik: Company Secretary are the Key ManageriaL Personnel
of your Company.
Vigil Mechanism:
Your Company has in place a vigil mechanism for directors and employees
to report concerns about unethical behaviour, actual or suspected fraud or violation of
your Company's Code of Conduct. Adequate safeguards are provided against victimisation to
those who avaiL of the mechanism and direct access to the Chairman of the Audit Committee
in exceptionaL cases is provided to them.
The vigiL mechanism is avaiLabLe on your Company's website viz.
www.hindaLco.com.
Auditors Statutory Auditors
M/s. Price Waterhouse & Co. Chartered Accountants LLP (ICAI
Registration No. 304026E/E-300009) were appointed as the Statutory Auditors of the company
to hoLd office from the conclusion of Fifty Eighth Annual General Meeting held in 2017
tiLL the concLusion of the Sixty third AnnuaL GeneraL Meeting of the Company, to be held
in the Calendar year 2022.
The Company has received confirmation from the Auditors to the effect
that their appointment, if made, wiLL be in accordance with the Limits specified under the
Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the
Companies Act, 2013 read with RuLe 4 of Companies (Audit & Auditors) Rules 2014.
The Board is of the opinion that continuation of M/s. Price Waterhouse
& Co. Chartered Accountants LLP, as Statutory Auditors wiLL be in the best interests
of the Company and therefore, the members are requested to consider their reappointment as
Statutory Auditors of the Company, for a term of five years, from the concLusion of the
ensuing AnnuaL General Meeting, till the Annual General Meeting to be held in the calendar
year 2027, at such remuneration mutually agreed and approved by the Board.
The observation made in the Auditor's Report are selfexpLanatory and
therefore, do not caLL for any further comments under Section 134(3)(f) of the Act.
Cost Auditors
In terms of the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your
Company have
on the recommendation of the Audit Committee, appointed M/s. Nanabhoy
& Co., Cost Accountants, Mumbai as Cost Auditors, to conduct the cost audit of your
Company for the financiaL year ending 31st March, 2023, at a remuneration as mentioned in
the Notice convening the Annual General Meeting. As required under the Act, the
remuneration payable to the cost auditor is required to be placed before the Members in a
general meeting for their ratification. Accordingly, a resoLution seeking Member's
ratification for the remuneration payable to Cost Auditors forms part of the Notice of the
ensuing Annual General Meeting.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed BNP & Associates, Company
Secretaries, Mumbai as Secretarial Auditor for conducting the Secretarial Audit of your
Company for the financiaL year ended 31st March, 2022. The Report of the SecretariaL
Auditors is annexed herewith as Annexure V to the Integrated Annual Report.
The SecretariaL Audit Report does not contai n any quaLification,
reservation or adverse remark.
As per Regulation 24A of the Listing Regulations, material unlisted
subsidiaries of a listed entity incorporated in India is required to annex a SecretariaL
Audit Report issued by a Company Secretary in practice. In compLiance with the above
requirement, the SecretariaL Audit Report of UtkaL ALumina International Limited, a
material subsidiary of your Company, is given in Annexure VB to the Annual Report.
The Secretarial Audit Report do not contain any quaLification, reservation or adverse
remark.
Environment Protection and Pollution Control
Your Company is committed to sustainable development. A detailed report
of the Company's initiatives and commitment to environment conservation is part of the
Integrated Annual Report.
Particulars of Loans, Guarantees and Investments:
Details of Loans, Guarantee and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) RuLes,
2014 are given in the notes to Financial Statements of the Integrated
Report.
Corporate Social Responsibility:
In terms of the provisions of Section 135 of the Companies Act, 2013
("the Act") read with Companies (Corporate SociaL Responsibility Policy) Rules,
2014, the Board of Directors of your Company has constituted a Corporate Social
Responsibility
("CSR") Committee which is chaired by Mrs. Rajashree BirLa.
The other Members of the Committee for the Financial year ending 31st March 2022 were Mr.
Y.P. DandiwaLa, Independent Director, Mr. A.K. AgarwaLa, Non Executive Director and Mr.
Satish Pai: Managing Director. Dr. Pragnya Ram, Group Executive President, Corporate
Communication & CSR is a permanent invitee to the Committee.
Your Company also has in place a CSR Policy and the same is available
on your Company's website viz. www.hindaLco. com. The Committee recommends to the Board
activities to be undertaken during the year.
Your Company is a caring corporate citizen and lays significant
emphasis on development of the communities around which it operates. Your Company has
identified several projects relating to Social Empowerment & Welfare, Infrastructure
Development, Sustainable Livelihood, Health Care and Education during the year and
initiated various activities in neighbouring villages around plant locations. During the
financial Year 2021-22 the Company has spent Rs 38 Crores under Section 135 of the
Companies Act, 2013 on CSR activities , which is more than 2% of average net profits of
the Company for immediately preceeding three financial years.
The Annual Report on CSR activities is attached as Annexure VI to
the full Annual Report.
Risk Management
Pursuant to the requirement of Securities and Exchange Board of India
(Listing and Disclosures Requirement) Regulations, 2015, the Company has constituted Risk
Management Committee, which is mandated to review the risk management plan/process of your
company.
Risk evaluation and management is an ongoing process within the
Organization. Your Company has comprehensive risk management policy which is periodically
reviewed by the Risk Management Committee.
Contracts and Arrangements with Related Parties
During the financial year, your Company entered into related party
transactions which were on arm's length basis and in the ordinary course of business.
There are no material transactions with any related party as defined under Section 188 of
the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI
(Listing Obligations and Disclosures Requirement) Regulations, 2015. The related party
transactions have been approved by the Audit Committee and Board of your Company, as
required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 .
The policy on Related Party Transactions as approved by the Audit
Committee and the Board is available on your Company's website viz. www.hindalco.com.
Extract of Annual Return:
In terms of the provisions of Section 92 (3) of the Companies Act, 2013
("the Act") read with the Companies (Management and Administration) Rules, 2014,
an extract of the Annual Return of your Company for the financial year ended 31st March
2022 is available at www.hindaLco.com .
Business Responsibility Report:
As per Listing Regulations, a separate section of Business
Responsibility Report forms part of Integrated Annual Report.
Internal Control System and Their Adequacy:
Your Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope and authority of the Internal
Audit (IA) function is defined by the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company.
Based on the report of internal auditors, the process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
Internal Financial Control
Your directors confirm having Laid down internal financial controls and
that such internal financial controls are adequate and were operating effectively
Subsidiary, Joint Ventures or Associate Companies:
The financial statements of your Company's subsidiaries and related
information have been placed on the website of your Company viz. www.hindaLco.com
In accordance with the provisions of the section 129 (3) of the Act,
read with the Companies (Accounts) Rules, 2014, a report on the performance and financiaL
position of each of the subsidiaries, associates and Joint Venture is attached as Annexure
VII to this Report.
The names of Companies which have become or ceased to be subsidiaries,
Joint Ventures and associates are also provided in the aforesaid statement.
Other Disclosures:
• There were no material changes and commitments affecting the
financial position of your Company between end of financial year and the date of report.
• Your Company has not issued any shares with differential voting.
• There was no revision in the financial statements.
• Your Company has not issued any sweat equity shares.
• Mr. Satish Pai is a director on the Board of NoveLis Inc, wholly
owned subsidiary. He is in receipt of annuaL fee of US$ 1,50,000 in the caLendar year
2022. Mr. Praveen Kumar Maheshwari: WhoLe Time Director and Chief Financial Officer has
not received any commission/ Remuneration from your Company's subsidiaries.
• There is no change in the nature of business.
• During the year under review, your Company has not accepted any
fixed deposits from the public faLLing under Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2022, there were no deposits
which were unpaid or uncLaimed and due for repayment.
• There are no significant and materiaL orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.
• There were no frauds reported by the Auditors u/s 143(12) of the
Companies Act, 2013.
• As per the requirement of the SexuaL Harassment of Women at the
WorkpLace (Prevention, Prohibition and Redressal) Act, 2013, your Company has complied
with provisions reLating to the constitution of InternaL Complaint Committee under POSH.
• Directors of your Company hereby state and confirm that the
Company has compLied with aLL the appLicabLe Secretarial Standards.
Appreciation
Your Directors place on record their sincere appreciation for the
assistance and guidance provided by the Honorable Ministers, Secretaries and other
officials of the Ministry of Mines, Ministry of CoaL, the Ministry of ChemicaLs and
FertiLizers and various State Governments. Your Directors thank the FinanciaL Institutions
and Banks associated with your Company for their support as weLL.
Your Company's employees are instrumental in your Company scaLing new
heights, year after year. Their commitment and contribution is deepLy acknowLedged.
Your involvement as Shareholders is greatly valued. Your Directors Look
forward to your continuing support.
For and on behalf of the Board
| Satish Pai |
K.N. Bhandari |
| Managing Director |
Independent Director |
| DIN:06646758 |
DIN: 00026078 |
| PLace: Mumbai |
|
| Dated: 22nd JuLy, 2022 |
|