About
Hindalco Industries Ltd
Hindalco Industries Limited is the metals flagship company of the Aditya Birla Group. A USD16.7 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.
The company's units are ISO 9001:2000, ISO 14001:2004 and OHSAS 18001 certified. Several units have gone a step further with an integrated management system (IMS), combining ISO 9001, ISO 14001 and OHSAS 18001 into one business excellence model. The company has been accorded the Star Trading House status in India. The company's aluminium metal is accepted for delivery under the High Grade Aluminium Contract on the London Metal Exchange (LME). Their copper quality standards are also internationally recognised and registered on the LME with Grade A accreditation.
Hindalco Industries Ltd was incorporated in the year 1958. In the 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 and the sale was completed on 30 November 2020 ('transaction date for Lewisport business'). Upon closing, the Group has received Rs 1,335 Crore (USD 180 million) in cash proceeds. In addition, the Group has recorded a Rs 123 Crore (USD 17 million) receivable for net working capital adjustments. The sale has resulted into a loss of Rs 17 Crore (USD 2 million), net of tax.
Hindalco Industries Ltd
Chairman Speech
Towards a More Socially Secure and Resilient Future
The Global Economy
The world has been fighting the COVID-19 pandemic for more than a year now, and the
struggle has had deleterious economic effects. In 2020, the global economy contracted by
3.3%, the largest contraction on record, at least since World War II. Much of it was
concentrated in the first half of our fiscal year FY21, as several countries enforced
strict lockdowns. Economies bounced back - albeit at differentiated speeds - in subsequent
quarters, on the back of large fiscal stimulus packages, especially in the developed
countries, restocking demand after dilution of lockdowns, and improved confidence levels
following the start of vaccination programmes. As per the recent forecasts from
International Monetary Fund (IMF), the US and China are expected to record a strong
recovery in 2021, resulting in a net positive expansion of their economies over the 2019
levels. These two engines of growth are expected to boost demand for exports from other
countries. Even the other two large economies, the EU and Japan, are expected to expand.
In response to the pandemic, central banks resorted to strongly supportive monetary
policies in most developed economies, causing interest rates to go down to record lows. At
the same time, another consequence of this policy has been a surfeit of liquidity. That
has led to a strong rally in prices of many industrial commodities, which has also been
supported by the evolving economic recovery, stimulus-related demand expectations and
certain supply-side disruptions.
This has caused inflationary pressures on the cost dynamic of several manufacturing
industries.
The latest IMF forecast suggests a strong 6% growth in global GDP in 2021. But the
occurrence of second and third waves of COVID in different parts of the world and reports
of virus mutations have created downside risks to the outlook of a strong growth rebound.
Recovery remains uneven and uncertain, with the extent of fiscal support and level of
vaccination being key differentiators of the short-term economic outlook across countries.
Indian Economy
Indian economy, which was firmly on the path of recovery in the second half of FY21,
was hit by a rather unexpectedly virulent second wave of COVID-19. That caused a severe
strain on healthcare facilities in many parts of the country, leading to localised
lockdowns and a fall in mobility to levels seen a year ago. This may lead to some
reassessment of growth estimates for FY22.
As a silver lining, disruptions to production and supply chains have been far less
severe during the second wave than during the first wave.
Vaccinations are picking up pace, which would support faster normalisation of mobility
levels and of related economic activities. Continued accommodative monetary policy of the
RBI and the expected increase in capex from the Government are factors that will support
growth recovery. In addition, global growth prospects provide us with exports as an
additional strong driver of growth.
The longer-term prospects for the Indian economy continue to be robust. Various
initiatives, including privatisation of public sector enterprises, monetisation of assets,
implementation of National Infrastructure Pipeline, targeted investment incentives through
the Production-Linked Incentives Scheme and the new Labour Code, are likely to spur a
virtuous cycle of investments and growth in the medium-term.
ABG in Perspective
Like for many other organisations, the COVID crisis brought out challenges of many
forms. Economic impact and business disruptions apart, many members of our extended family
- our employees and their near ones, our value chain partners, our neighbourhoods - faced
health emergencies. The pandemic also caused deep psychological scars as people had to
adjust to new ways of living and working. Notwithstanding these challenges, our employees
have displayed the highest possible resilience in coping with personal concerns and yet
staying focused on the customers and the business. Our business results convey only a
small part of the story of our employee courage, compassion, community spirit and cultural
strength.
As the lockdowns took a firm grip on people's lives and constraints mounted in the
early part of the financial year, our leadership teams rose to the occasion with robust
planning and continuous communication with people at all levels through the organisation.
Personally, it was energising for me to engage at scale with employees globally through a
series of digital townhalls that instilled confidence in employees and reinforced the
power of 'One ABG'. The 'Respond, Recover and Re-imagine' framework underpinned several
new initiatives.
These included close coordination among HR teams across the Group units to respond to
local-level challenges by leveraging the organisational resources and a thrust on
disseminating relevant information through all digital channels about the resources lined
up to help the extended ABG family deal with the emergencies.
COVID warriors were trained, and voluntary networks were formed to assist our employees
and their families in need. Preferential tie-ups with local hospitals and a central
coordination centre with an external party were set up to provide special assistance to
our employees through Doctors' network, telemedicine and other COVID related Health
assistance. Workplace health, hygiene and COVID-appropriate behaviour remained the focus
of our managers at all levels helping the organisation to stay ever vigilant. 'Test, Treat
and Trace' was the mantra of protection and well-being followed scrupulously.
Apart from focusing on health emergencies, initiatives for mental agility and
continuous learning were taken to maintain organisational morale. A learning programme
christened as 'Chairman's Invitation Series' was curated to bring the best insights on a
changing world from the world's leading thought leaders. There was an increased thrust on
online education, recognition, and knowledge sharing sessions. These well-rounded
initiatives on the people front also helped our Business performance to bounce back
strongly. The focus on customers and costs remained undiminished through the year.
Critical business processes such as new line commissioning, new product launches, new
system and technology implementation-all happened seamlessly and presented a unique human
story of innovation and fortitude bringing alive the values of commitment and passion.
People learnt new skills and new behaviour at work while not being at office or at the
workplace as one knows. People engagement, team trust and Group values proved to be the
energy and the glue for our performance.
In the spirit of not letting a crisis go to waste, our HR Teams globally collaborated
to create a long-term HR Strategy for the Group and individual businesses. This was
achieved even while working remotely; 150 of the HR leaders came together digitally over a
four-month period to craft a coherent HR strategy to reflect both Group aspirations and
the business needs. Premised on creating an Avant Garde HR strategy, the work focused on
employee experience and business productivity in a balanced mix with growth, technology,
and talent as other critical pillars. This HR strategy is under dissemination to various
stakeholders and an annual action agenda is being rolled out at all levels. This has been
a signature example of collaboration, thought leadership and determined action -
ingredients that usually make up most successful organisations.
Sustainable Focus
The experience of the past year reinforces the criticality and importance of
sustainable businesses. At Aditya Birla Group, sustainable business model needs to have
three pillars - responsible stewardship, stakeholder engagement and future proofing. We
use four dimensions of Business sector, Geography of operation, Value chain and Time
horizons to identify issues that are material for the sustainability of our businesses;
and then create approaches to balance risks and opportunities for all those material
issues. For example, on environment, energy conservation initiatives help us to mitigate
risks, while solar energy and climate- resilient products help us to pursue opportunities.
Since transparency is fundamental to our approach on Sustainability, most of the ABG
companies have consciously begun their journey to 'mainstream' ESG reporting. This
integrated report is a telling example.
Company's Performance
Your Company delivered yet another strong consolidated performance in FY 2020-21,
reflecting its resilience to withstand external shocks and commodity market cycles.
This resilient and spirited show was driven by a continued record performance from
Novelis and a stable performance by the Indian Aluminium business supported by strong
market revival and lower input costs. Your Company registered a consolidated business
EBITDA of Rs 18,896 Crore on a turnover of Rs 1,31,985 Crore in FY2021-21.
Your Company's Aluminium business in India and Novelis continued to deliver steady
operational performance, despite tough market conditions due to COVID in the earlier part
of the year. The major enablers were stable operations, lower input prices, better cost
efficiencies and a strong revival of demand. All the plants operated at their designed
capacities during the year, except for some impact in Q1 due to the COVID- induced
lockdowns in India. In FY2020-21, more than 80% of Hindalco's consolidated EBITDA was
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 announced its
plans to set up a 34,000-tonne extrusion plant at Silvassa. This new plant will service
the fast-growing market for extruded Aluminium products in India's western and southern
regions. Your Company intends to build a larger
value-added product portfolio over the next few years. This investment indicates
confidence in the economic revival, which will grow the demand for downstream value-added
products. In the Copper business, cathode production was 262 Kt, lower than the
year-earlier due to loss of production on account of plant shutdown in the first quarter
of FY2020-21. The Continuous Cast Rod production was at 235 Kt in FY2020-21, a little
lower than the previous year.
Novelis, including Aleris, reported yet another remarkable performance this year with a
record shipment of 3,613 Kt, adjusted EBITDA of $1.714 Billion. The adjusted EBITDA/tonne
of $474 was also the highest ever. Novelis continues to diversify its product mix with the
share of beverage can sheet at 60%, Automotive body sheets at 16%, Specialties at 22% and
Aero at 2% in FY2020-21. Novelis reported the share of recycled contents at 61% in FY
2020-21, and this has been continuously rising as the World's largest recycler of
Aluminium.
On 14th April 2020, your Company completed the acquisition of Aleris at an enterprise
value of $2.8 Billion, reinforcing its position as the World's leading Aluminium
value-added player. The Aleris deal enables the further diversification of our metals
portfolio into other premium market segments, most notably aerospace. Novelis is now
poised to serve the growing Asia market more efficiently by integrating complementary
assets in the region.
This deal also further insulates Hindalco- Novelis from global price volatility.
Your Company continues to focus on strengthening the balance sheet with the
consolidated Net Debt-to-EBITDA at
2.59 times at the end of the financial year 2020-21 from the peak of 3.83 times at the
end of June 2020 post the closure of the Aleris acquisition.
During the year, Your Company received credit rating upgrades to Novelis and overall
Hindalco. Novelis received credit rating upgrades on its unsecured notes by both S&P
Global Ratings and Moody's Investor Services in March 2021, while Hindalco's Credit Rating
Outlook upgraded from 'Stable' to 'Positive' while reaffirming the rating at 'AA' by
CRISIL in April 2021.
During FY2020-21, Your Company was recognised as the World's most Sustainable Aluminium
Company by the S&P Dow Jones Sustainability Indices 2020. This sustainability-led
approach to business has enabled your company to strengthen its balance sheet and set
global benchmarks on sustainable business practices.
Conclusion
The year-long response to the pandemic, across the globe, exhibited all that is noble
and uplifting in the human spirit.
A spirit that was also in display in your company's actions and performance during the
year.
Through this pandemic, your Company's people and systems have been battle tested and
even better prepared to face any competitive challenge or serious external disruption. It
has strengthened the bonds within, opened better vistas of co-operation and convinced our
stakeholders that our people deliver - no matter what! That is our best assurance of
sustainability and continued collective prosperity.
| Kumar Mangalam Birla |
| Chairman |
  Â
Hindalco Industries Ltd
Company History
Hindalco Industries Limited is the metals flagship company of the Aditya Birla Group. A USD16.7 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.
The company's units are ISO 9001:2000, ISO 14001:2004 and OHSAS 18001 certified. Several units have gone a step further with an integrated management system (IMS), combining ISO 9001, ISO 14001 and OHSAS 18001 into one business excellence model. The company has been accorded the Star Trading House status in India. The company's aluminium metal is accepted for delivery under the High Grade Aluminium Contract on the London Metal Exchange (LME). Their copper quality standards are also internationally recognised and registered on the LME with Grade A accreditation.
Hindalco Industries Ltd was incorporated in the year 1958. In the 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 and the sale was completed on 30 November 2020 ('transaction date for Lewisport business'). Upon closing, the Group has received Rs 1,335 Crore (USD 180 million) in cash proceeds. In addition, the Group has recorded a Rs 123 Crore (USD 17 million) receivable for net working capital adjustments. The sale has resulted into a loss of Rs 17 Crore (USD 2 million), net of tax.
Hindalco Industries Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 1st Integrated Annual Report and 62nd
Annual Accounts of your company for the year ended 31st March, 2021.
FINANCIAL HIGHLIGHTS
|
|
|
|
Rs in Crore |
|
Consolidated |
Standalone |
|
2020-21 |
2019-20 |
2020-21 |
2019-20 |
| Revenue from Operations |
131985 |
118144 |
42701 |
40242 |
| Other Income |
1222 |
1186 |
650 |
739 |
| Profit Before Interest, Tax and Depreciation (PBITDA) |
18896 |
15536 |
4884 |
4403 |
| Depreciation and Amortisation |
6628 |
5091 |
1708 |
1708 |
| Impairment Loss/(Reversal) of Non Current Assets (Net) |
138 |
44 |
140 |
- |
| Finance Costs |
3738 |
4197 |
1469 |
1679 |
| Profit before Exceptional Items and Tax Share in Profit / (Loss) in Equity Accounted
Investments |
8392 |
6204 |
1567 |
1016 |
| Share of Equity Accounted Investments |
5 |
4 |
- |
- |
| Profit before Exceptional Items and Tax |
8397 |
6208 |
1567 |
1016 |
| Exceptional Items |
(492) |
(284) |
7 |
(64) |
| Profit before Tax |
7905 |
5924 |
1574 |
952 |
| Tax Expenses |
2723 |
2157 |
581 |
332 |
| Profit/ (Loss) for the year from Continuing Operations |
5182 |
3767 |
- |
- |
| Profit/ (Loss) for the Year from Discontinued Operations |
(2066) |
- |
- |
- |
| Tax Expense/ (Benefit) of Discontinued Operations |
(367) |
- |
- |
- |
| Profit/ (Loss) for the year from Discontinued Operations |
(1699) |
- |
- |
- |
| Profit/ (Loss) for the year |
3483 |
3767 |
993 |
620 |
| Other Comprehensive Income / (Loss) |
4784 |
(2723) |
3780 |
(3400) |
| Total Comprehensive Income |
8267 |
1044 |
4773 |
(2780) |
| Basic EPS - Continuing Operations (Rs) |
23.30 |
16.94 |
- |
- |
| Basic EPS - Discontinued Operations (Rs) |
(7.64) |
- |
- |
- |
| Basic EPS (Rs) |
15.66 |
16.94 |
4.46 |
2.79 |
Appropriations to Reserves :
|
|
Rs in Crore |
| Appropriations |
2020-21 |
2019-20 |
| Opening Balance in Retained Earnings and Other Comprehensive Income |
6624 |
9865 |
| Total Comprehensive Income for the Current Year |
4773 |
(2780) |
| Dividends paid |
(222) |
(316) |
| Transition Impact - Leases (Ind AS 116) |
- |
(9) |
| Hedging (Gain)/ Loss and cost of hedging transferred to non financial assets |
(1) |
14 |
| Employee Share Based Transcations |
2 |
- |
| Transferred to Debenture Redemption Fund |
(150) |
(150) |
| Closing Balance in Retained Earnings and Other Comprehensive Income |
11026 |
6624 |
Dividend:
For the year ended 31st March,2021, the Board of Directors of your Company has
recommended dividend of Rs 3.00 per share (Previous year Rs 1.00 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 this 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, 2021 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 42,701 crores for the fiscal year 2021 vs Rs
40,242 crores in the previous year up 6% on account of higher global prices of aluminium
and copper in FY21 versus FY20. EBITDA (Earnings before Interest, Tax, Depreciation and
Amortisation) stood at Rs 4,884 crores, up 11% compared to the last year, on account of
higher profitability in Aluminium business supported by improved macros, cost optimization
and a strong market recovery, partially offset by lower profitability in copper business
impacted by lockdown due to COVID and lower TC/RC in FY21. Depreciation was flat Year on
Year at Rs 1708 crore in FY21 versus FY20. The Finance Cost was lower on Year by 13% at Rs
1,469 crores in FY21 versus Rs 1,679 crores in FY20. 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 1,567
crore, up by 54% compared to the previous year due to higher EBITDA. Net Profit for FY21
stood at Rs 993 crores as compared to Rs 620 crore up 60% Year on Year compared to the
previous year.
Consolidated Full Year Highlights
Hindalco's Consolidated Revenue stood at Rs 1,31,985 crore for FY21 compared to Rs
1,18,144 crore in the previous year up 12% on account of higher global prices of aluminium
and copper in FY21 versus FY20. The Company recorded consolidated EBITDA (Earnings before
Interest, Tax, Depreciation and Amortisation) of Rs 18,896 crore, up by 22% due to
favorable macro and lower input costs in FY21 versus FY20. Consolidated Profit before Tax
(and Before Exceptional Items) was Rs 8,397 crore in FY21, up by 35% compared to the
previous year on account of higher EBITDA and lower interest costs. Net Profit after Tax
in FY21, stood at Rs 3,483 crores compared to Rs 3,767 crores in the previous year down 8%
Year on Year mainly on account of loss due to discontinued operations in FY21 due to loss
booked on the divestiture of automotive assets in Aleris business acquired by Novelis
during the year. 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 2,764 crore in FY21 compared to Rs 2,653 crore in FY20
up by 4% because of higher transfer pricing compared to last year on account of higher
average global alumina prices in FY21 versus FY20.
The EBITDA for FY21 stood at Rs 1,371 crore higher by 38% compared to Rs 992 crore in
FY20. The Profit after Tax in FY21 was Rs 605 crore versus Rs 317 crore in FY20 up by 91%
Year on Year on account of higher EBITDA in FY21. (Refer to the table below for comparison
in FY21 versus FY20 key financial number)
| Particulars |
FY2020-21 |
FY2019-20 |
% Change |
| Revenue |
2,764 |
2,653 |
4% |
| EBITDA |
1,371 |
992 |
38% |
| PAT |
605 |
317 |
91% |
2. NoveLis Inc.
The Performance highlights of NoveLis Inc. are provided in detail for FY21 versus FY20
in the Management Discussion and Analysis Section of the Integrated Annual Report.
Key Initiatives
In India operations, the 500Kt Utkal's Alumina refinery brownfield capacity expansion
is on track with mechanical completion by Q1FY22-end and commercial production to begin in
Q2FY22. This project is at a capital outlay of around Rs 1,500 crore. This will further
help strengthen the Company's integration and boost the availability of best- in-class
alumina and in a reduction of the overall cost of production going forward.
In the downstream expansion projects in India, the Company made a good progress,
announcing its plans to set up a 34,000-tonne extrusion plant at Silvassa. The new plant
will service the fast-growing market for extruded aluminium products in the western and
southern regions. This is a Rs 730-crore project with intention to build a larger value-
added product portfolio over the next few years. The on-going downstream expansion
projects will not only enhance the Company's capabilities but also help the Company to
become further delinked from the volatility of global aluminium prices and thus move
towards a more sustainable business model.
On April 14, 2020, Novelis closed its acquisition of Aleris Corporation. Novelis'
acquisition of Aleris is expected to provide a strong pro-forma financial profile, many
strategic benefits including securing an integrated manufacturing footprint in China,
further portfolio diversification with the addition of aerospace and building and
construction, as well as new technology and operational capabilities. Novelis is focused
on the safe integration of Aleris' continuing operations to drive several strategic
benefits.
Novelis' greenfield expansion projects of 200 Kt automotive finishing facility in
Guthrie, Kentucky in the US and additional 100 Kt of Auto finishing line in China, were
both commissioned and have started its commercial shipments in Q4FY21. Customer
qualification continues to ramp up at both facilities to meet strong demand for
lightweight, automotive aluminum sheet.
The rolling, casting and recycling capacity in Pinda, Brazil to meet growing customer
demand is also expected to be commission by the end of FY22. In addition to this, Novelis
investment to expand and upgrade recycling capacity at its Greensboro facility in the US
is also expected to be completed by end of FY22.
During the year, the Company announced its capital allocation framework on a
consolidated basis with a clear roadmap to deleveraging, profitable growth via organic
expansions in India as well as in Novelis and distribution of shareholder returns.
HUMAN RESOURCES
Several innovative people - focused initiatives have been instituted at the Group
level, and these are translated into action at all of the Group Companies. Our basic
objective is to ensure that a robust talent pipeline and a high-performance culture,
centred around accountability is in place. We feel this is critical to enable us retain
our competitive edge.
RESEARCH AND DEVELOPMENT
Your Company's Research & Development (R&D) activities are focused on providing
innovative, cost-effective and sustainable solutions to support consistent growth of
business. The R&D activities of your Company i nclude process, product and application
development, to develop short term as well as long term solutions to the issues faced by
nonferrous sector, such as, raw material quality, cost effective management of waste
generated during processing, recovery of value from by-product as well as any waste
products, developing better understanding of the science of processes, reducing the
specific energy consumption and carbon footprint etc. Specific programs have also been
initiated to foster better understanding of the requirement of existing and prospective
customers, and to provide a better service through application development, so as to
increase your company's market share in the chosen market space. Technical competencies
developed by your company will go a long way in terms of quick absorption of technologies,
enabling pushing boundaries of our processes, so as to increase the economic performance
and improve our new product/ new application pipeline to address the impending market
opportunities.
Your Company already operates 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 generated, namely, copper slag and phospho- gypsum. 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. 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. ABSTCPL's forte of
having multidisciplinary teams of technical experts, scientists and engineers, enables
your company to develop building competencies i n 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.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements for the year ended 31st March, 2021 have been
prepared by your Company in accordance with the provisions of the Companies Act, 2013,
("the Act") read with the Companies (Accounts) Rules, 2014, applicable
Accounting Standards and the provisions of "Listing Regulations" and forms part
of the Integrated Annual Report.
EMPLOYEE STOCK OPTION SCHEMES ESOS - 2006
During the year ended 31st March 2021, the Company has allotted 65,652 fully paid-up
equity share of Rs 1/- each of the Company (Previous year 3,59,415) on exercise of options
under ESOS 2006.
ESOS - 2013
During the year ended 31st March 2021, the Company has allotted 3,95,908 fully paid-up
equity share of Rs 1/- each of the Company (Previous year 3,33,027) on exercise of options
under ESOS 2013.
ESOS - 2018
During the year, the Company has granted 582,240 stock options (Previous year 307,716)
and 20,487 RSUs (Previous year 72,355) under ESOS 2018.
Hindalco Employee Welfare Trust has transfered 60,707 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 Stock Option Schemes will 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.
ABRIDGED ANNUAL REPORT
MCA General circular No. 20/2020 dated 5th May 2020 and General Circular No. 02/2021
dated 13th January,2021 states that considering prevailing situation and owing to
difficulties involved in dispatching of physical copy of financial statements (including
Board's report, Auditor's report or other documents required to be attached therewith),
such statements shall be sent only by email to the members and to all other persons so
entitled. Therefore Company has decided neither to print Full Integrated Annual Report nor
prepare Abridged Annual Report. You are kindly requested to take note of the same.
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,2021 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 this Report.
DIRECTORS
Board constitution and changes
Mr. Askaran AgarwaLa (DIN: 00023684) wiLL retire from office by rotation at the ensuing
AnnuaL GeneraL Meeting, and being eLigibLe, offers himseLf for reappointment.
Mr. Satish Pai (DIN:06646758) is re- appointed as the Managing Director for a term of 3
years w.e.f. 1st August 2021, subject to sharehoLder's approvaL at the ensuing AnnuaL
General Meeting.
Mr. Praveen Kumar Maheshwari (DIN:00174361) is reappointed as the WhoLe-time Director
for a term of 1 Year w.e.f. 28th May, 2021, 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 re-appointed form part of the Notice of the ensuing
Annual General Meeting.
The Board recommends, re-appointment of Mr. Askaran AgarwaLa, Mr. Satish Pai and Mr.
Praveen Kumar Maheshwari. Item seeking your approvaL is incLuded in the Notice convening
the Annual General Meeting.
ALL the directors being appointed/reappointed have given required decLaration under
Companies Act, 2013 and Listing Regulations.
Independent Directors
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.
ALL Independent Directors of your Company except Mr. Anant Maheshwari have registered
their name in the data bank maintained with the Indian Institute of Corporate Affairs.
Action is being taken to register the name of Mr. Anant Maheshwari.
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 this Report.
Our Executive pay aims to strike the appropriate baLance between key components: (i)
Fixed Cash compensation (Basic SaLary + ALLowances) (ii) AnnuaL Incentive PLan (iii)
Long-Term Incentives (iv) Perks and Benefits.
The AnnuaL Incentive pay-outs to Executive Directors are tied to reLevant financial and
operationaL metrics achievement and their individual performance. The financiaL and
operationaL metrics are annuaLLy aLigned with priorities/ focus areas for the business.
AdditionaLLy, SustainabiLity Targets form part of performance metrics for Annual Incentive
Pay for the Managing Director.
The remuneration of the Managing Director and the WhoLe time Director is in Line with
the poLicy of the Company and trend prevaiLing in the Corporate sector in the country. The
dividend recommended to the equity sharehoLders( 300% for FY 21) is aLso in Line with the
performance and poLicy of the Company. The detaiLs of remuneration of the Managing and
WhoLe Time Director with the median remuneration of empLoyees are provided in detaiL in
Annexure III to this Report. Further the detaiLs of remuneration received from subsidiary
company is also part of this report.
The Company shaLL recover the amount from the remuneration of Managing Director if
required as per the reLevant provisions of the Companies Act, 2013.
Meetings of the Board
The Board of Directors of your Company met Six 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 Listing Regulations, 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 of Mr. K.N. Bhandari, Independent Director, Mr. Vikas
BaLia, Independent Director and 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 (Registration No.
304026E/E-300009), are the Statutory Auditors of the Company who are appointed for a
period of five years i.e., to hoLd office from the concLusion of the 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 observation made in the Auditor's Report are seLf expLanatory and therefore, do not
caLL for any further comments under Section 134(3)(f) of the Act.
Cost Auditors
In terms of the provisions of Section 148 of the 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. R. Nanabhoy & Co., Cost
Accountants, Mumbai as Cost Auditors, to conduct the cost audit of your Company for the
financiaL year ending 31st March, 2022, 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,
2021. The Report of the SecretariaL Auditors is annexed herewith as Annexure VA to the
Annual Report.
The SecretariaL Audit Report does not contain 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 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 Annual 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 and
any amended thereof 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 2021
were Mr. Y.P. Dandiwala, Independent Director, Mr. A.K. Agarwala, Non Executive Director,
Mr. Satish Pai: Managing Director and Mr. D. Bhattacharya: Non Executive Director. Dr.
Pragnya Ram, Group Executive President & Group Head - CSR, Legacy Documentation &
Archives 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 2020-21 the
Company has spent Rs 40.50 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 last three
financial years.
The Annual Report on CSR activities is attached as Annexure VI to this Report.
RISK MANAGEMENT
Pursuant to the requirement of Listing Regulations, 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. 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 Disclosures 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 .
ANNUAL RETURN
In terms of the provisions of the Companies Act, 2013 ("the Act") read with
the Companies (Management and Administration) Rules, 2014, the Annual Return of your
Company for the financial year ended 31st March, 2021 is available on the website of the
Company.
BUSINESS RESPONSIBILITY REPORT
As per Listing Regulations, a separate section of Business Responsibi lity 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 affecti ng 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 2021 . 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, 2021, 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.
• The cost accounts and records as required to be maintained under Section 148(1)
of the Act are duly made and maintained by your Company.
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: 2nd July, 2021 |
|
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