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Sesa Sterlite Ltd.
Change Company :  Go
Chairman : Navin Agarwal Industry : Mining & Minerals
Last Price Today's Change Open Prev Close Day's Range 52 Week Range
208.25 4.50 208.00 203.75 (211.35)   (206.05) (318.40)   (169.55)
BSE Code 500295
ISIN Demat INE205A01025
Book Value (Rs.) 116.36
Dividend Yield (%) 1.56
Market Cap (Rs Mn) 617396.58
P/E 38.01
EPS (Rs.) 5.48
Face Value (Rs.) 1
Volume 610436.00
March 2013 Select Base Year :

Corporate Governance Report: 

The Securities and Exchange Board of India (SEBI) regulates corporate governance practices of companies listed on the Indian Stock Exchanges. These regulations are notified under Clause 49 of the Listing Agreements of all the Stock Exchanges in the country. They specify the standards that Indian companies have to meet, and the disclosures that they have to make, with regard to corporate governance. Sesa Goa Limited ('Sesa' or 'the Company') has established systems and procedures to comply in letter and in spirit with the provisions of Clause 49 of the Listing Agreement. This chapter, along with the chapters on Additional Shareholders Information and Management Discussion and Analysis, reports Sesa's compliance in this regard.

1. Company's Philosophy On Corporate Governance

Sesa is committed to executing sustainable business practices and creating long-term value for all its stakeholders. To pursue this objective, the Company remains steadfast in its value systems that incorporate integrity, transparency and fairness across all its business activities.

The Company continues to focus on its commitments towards the development of the community where it operates. It has adopted best practices towards preserving the environment and adherence to the highest safety standards remains a focus area across all operations. Sesa's value systems are based on the foundation of fair and ethical practices in all its dealings with stakeholders including customers, vendors, contractors, suppliers and all others who are part of the Company's business value chain.

Towards this end, all Directors and Senior Management are committed to the Company's Code of Conduct, the compliance to which is periodically reviewed. 

2. Board Of Directors

i. Composition of the Board

As on March 31, 2013, the Company has six Directors on its Board, of which two are Executive Directors and four Non­Executive Directors. All four Non-Executive Directors are independent. The Board of Directors have not yet appointed a Chairman.

ii. Directors' Attendance Record and Directorship Held

None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors. 

Dates for the Board Meetings in the ensuing year are decided tentatively well in advance and communicated to the Directors. The agenda along with the explanatory notes are generally sent in advance to the Directors. Additional meetings of the Board are held when deemed necessary by the Board.

The information as required under Annexure IA to Clause 49 is being made available to the Board.

The Board periodically reviews compliance of all laws applicable to the Company.

During 2012-13, the Company did not have any material pecuniary relationship or transactions with Non­Executive Directors.

iii. Number of Board Meetings

Four Board meetings were held during the year 2012-13 and the gap between two meetings did not exceed four months. The dates on which the Board meetings were held were as follows: April 24 2012, July 24 2012, October 26 2012 and January 24 2013.

iv. Code of Conduct

The Company has adopted the Sesa's Code of Conduct for Executive and Non-Executive Directors, Senior Management Personnel and other executives of the Company. The Company has received confirmations from the Executive and Non-Executive Directors, as well as Senior Management Personnel regarding compliance of the Code during the year under review. The Code of Conduct is posted on the website of the Company.

3. Audit committee

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 292 (A) of the Companies Act, 1956.

i. Terms of Reference

a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

b. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and fixation of audit fees.

Approval of payments to statutory auditors for any other services rendered by the statutory auditors.

c. Reviewing with management the annual financial statements before submission to the Board, focussing primarily on:

i. Matters required to beincludedin the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgement by management;

iv. Qualifications in draft audit report;

v. Significant adjustments arising out of audit;

vi. Compliance with listing and legal requirement concerning financial statements;

vii. Disclosure of any related party transactions.

d. Reviewing with management, performance of statutory and internal auditors, adequacy of the internal control systems.

e. Reviewing the adequacy of internal audit function, including structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

f. Discussion with internal auditors any significant findings and follow up thereon.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

h. Discussion with statutory auditors before the audit commences, nature and scope of audit as well as have post audit discussion to ascertain any area of concern. 

i. To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

j. Reviewing with management, the quarterly financial statements before submission to the Board for approval.

k. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

l. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

ii. Composition, Names of Members and Attendance During the Year

As on March 31, 2013, the Audit Committee comprised of four Independent Directors.

Four Audit Committee Meetings were held during the financial year ended March 31, 2013 and the gap between two meetings did not exceed four months. The dates on which the Audit Committee Meetings were held are as follows: April 24 2012, July 24 2012, October 26 2012 and January 24 2013. Necessary quorum was present at the above meetings.

The Audit Committee Meetings are usually held at the Corporate Office of the Company and are attended by the Managing Director, Director Finance (Designate), AVP Finance and the representatives of Statutory Auditors and Internal Auditors. The Company Secretary & AVP- Legal acts as the Secretary to the Audit Committee.

4. Remuneration Committee

i. Terms of Reference

The Company has constituted a remuneration committee of Directors in September 2000. The broad terms of reference of the Committee are to appraise the performance of Managing / Executive Directors, determine and recommend to the Board, compensation payable to them, details of which are included in this report.

ii. Composition, Names of Members and Attendance During the Year

As of March 31, 2013, three member Remuneration Committee comprised of Independent Non-Executive Directors.

Two Remuneration Committee Meetings were held during the year 2012-13 on April 24, 2012 and October 26, 2012.

iii. Remuneration Policy

Non-Executive Directors

Remuneration of the Non-Executive Directors of the Company by way of sitting fees and commission is decided by the Board of Directors. Payment of commission to any individual Non-Executive Director is determined by the Board and is broadly based on attendance, contribution at the Board Meetings and various Committee Meetings as well as time spent on various issues other than at these meetings.

Sitting Fees

The Company pays sitting fees of Rs. 20,000 per meeting for attending Board Meeting and Audit Committee Meeting and Rs. 10,000 for other Committee Meetings to the Directors other than the Managing and the Wholetime Directors (including the Wholetime Directors of the Subsidiary Companies, Sesa Resources Limited, Sesa Mining Corporation Limited and Goa Energy Limited).

Managing and Executive Directors

The Company pays remuneration to its Managing Director by way of salary, commission and perquisites and to its Wholetime Directors by way of salary, executive allowance, performance linked pay and perquisites. The remuneration is approved by the Board of Directors and is within the overall limits approved by shareholders of the Company. 

iv. Shares and Convertible Instruments held by the Non-Executive Directors

None of the Non-Executive Directors have shareholding in the Company as on March 31, 2013

5. Shareholders / Investor Grievance Committee

The Company has constituted a Shareholders / Investor Grievance Committee of Directors to look into the redressal of complaints of investor such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

G. D. Kamat, took over as the Chairman of the Shareholders / Investor Grievance Committee at the Meeting held on July 20, 2012.

Four meetings of the Committee were held during the year 2012-13 which are as follows: April 20 2012, July 20 2012, October 20 2012 and January 17 2013.

The Committee reviews investor related issues and recommends measures to improve investor services.

Minutes of the Shareholders / Investors Grievance Committee Meetings are circulated to the members of the Board.

Name, designation and address of compliance officer:

Mr. C.D. Chitnis, Company Secretary and AVP- Legal Sesa Ghor, Patto, Phone: + 91 832 2460720 Panaji - Goa, Fax: + 91 832 2460721 Email: c.chitnis@vedanta.co.in.

6. Other Committees

i. Share Transfer Committee

The transfer of equity shares of the Company is approved by the Share Transfer Committee, which meets weekly to approve share transfers. The Committee comprises of the following Executive and Non-Executive Directors of the Company:

Mr. P. K. Mukherjee - Managing Director

Mr. Amit Pradhan - Executive Director

Mr. S. L. Bajaj - Director Finance (Designate)

As on March 31, 2013, 8 instruments of transfer for 14,832 equity shares were lying with share transfer agents and the same will be completed by April 30, 2013.  

ii. Finance Standing Committee

Four Finance Standing Committee Meetings were held during the financial year 2012-13; on April 20 2012, July 20 2012, October 20 2012 and January 17 2013. 

iii. Committee on Legal and Compliance Issues

The Board has constituted committee to deal with Legal and Compliance issues.

Four Committee Meetings on Legal and Compliance Issues were held during the financial year 2012-13; on April 4 2012, July 12 2012, October 8 2012 and January 17 2013. 

7. Disclosures

i. Subsidiary Companies

All subsidiary companies of the Company are Board managed with their Board having the right and obligation to manage such companies in the best interest of their stakeholders. Sesa Resources Limited is a material unlisted Indian Subsidiary, whereby, as required in terms of paragraph III(i) of Clause 49, at least one independent director on the Board of Directors of the Company should have been appointed on the Board of Directors of Sesa Resources Limited. In view of the impending Sesa-Sterlite Merger which has taken more time than expected, the appointment of independent director on the Board of Sesa Resources Limited could not take place. However the Company is taking necessary steps to appoint an independent director in the current financial year.

The Company monitors performance of subsidiary companies, interalia, by the following means:

(a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewed quarterly by the Audit Committee of the Company.

(b) All minutes of Board meetings of the unlisted subsidiary companies are placed before the Company's Board regularly.

(c) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies is placed before the Company's Board.

ii. Materially Significant Related Party Transactions

The Board has received disclosures from Key Managerial Personnel relating to material financial and commercial transactions where they and or their relatives have personal interest.

Transactions with related parties are disclosed in note no. 46 of the Financial Statements in the Annual Report. In the opinion of the Board, the transactions during 2012-13 between Sesa Goa Limited and its subsidiaries, Sesa Resources Limited, Sesa Mining Corporation Limited and Goa Energy Limited have been done at arm's length.

iii. Non Compliance

The Company has complied with all the requirements of regulatory authorities. No penalties or strictures were imposed on it by the stock exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years.

On October 23, 2009 the Ministry of Corporate Affairs of the Government of India ordered that the Serious Fraud Investigation Office (SFIO) investigate into the affairs of Sesa and its then subsidiary, Sesa Industries Limited (SIL) (which has since been amalgamated with Sesa with efective April 1, 2011), in respect of alleged mismanagement, malpractices and financial and other irregularities, including alleged siphoning and diversion of funds. On May 26, 2011 Sesa received a copy of the report by the SFIO, wherein certain allegations were made relating to violations under the Indian Companies Act, during the period from 2001 to 2007. The report had recommended, inter alia, that action be taken against the directors of Sesa Goa Limited during the aforementioned period. Sesa filed representations to all concerned explaining in detail its position on the allegations and denying the allegations made in the SFIO report. Subsequently, the Union of India through the Ministry of Corporate Affairs filed three cases against Sesa Goa Limited, its erstwhile subsidiary, Sesa Industries Limited, and some of their officials. The Company is defending its self and its directors / officials against the three cases. However, the Ministry has dropped all allegations of under / over invoicing of iron ore / coal and excess payment of commission.

iv. CEO / CFO Certification

The CEO and CFO certification of the financial statements for the year is enclosed after Annexure-A of the Directors' Report.

v. Whistle Blower Policy

The Company has a Whistle Blower Policy to deal with any complaint relating to fraud and other financial irregularities.

vi. Adoption of Non-Mandatory Requirements

The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure 1D to Clause 49 of the Listing Agreement with the stock exchanges.

a. The Company has set up a Remuneration Committee which complies with the requirements laid down in the Code of Corporate Governance. Refer Paragraph 2.i. for the broad terms of reference of the Committee.

b. The Company has adopted and implemented Whistle Blower Policy.

8. Means Of Communication

All financial disclosures are available on the Company's website www.sesagoa.com. The Company has had informal meetings with media and institutional investors. Authorised persons of Sesa also respond to queries telephonically and by letters.

The quarterly, half-yearly and annual results are published in the Economic Times / Hindu Business Line (Mumbai edition) and in local English and Konkani / Marathi Daily newspapers in Goa. The results, along with official news releases, are posted on the Company's website.

A Management Discussion and Analysis statement is a part of the Company's Annual Report.

9. General Shareholder Information

i. Annual General Meeting

Date: June 27, 2013

Time: 10.00 A.M

Venue: Hotel Mandovi, Panaji, Goa

ii. Financial Calendar

Financial year: April 1 to March 31 

For the year ended March 31: 2012: 2013 (Tentative) 

Financial results for Q.E. June: July 24, 2012: End July 2013 

Financial results for Q.E. Sept.: October 26, 2012: End October 2013 

Financial results for Q.E. Dec.: January 24, 2012: End January 2013 

Financial results for Q.E. March: April 27, 2012: End April 2013 

Annual General Meeting: June 27, 2013: July 2014 

iii. Book Closure

The dates of book closure are from Tuesday, June 4, 2013 to Thursday, June 6, 2013 (both days inclusive).

iv. Dividend Payment

The Board of Directors have recommended a dividend of Rs. 0.10 per equity share for the year 2012-2013.

The dividend of Rs. 0.10 per equity share will be credited / dispatched between June 28, 2013 and July 25, 2013, subject to approval by the shareholders at the Annual General Meeting to be held on June 27, 2013.

v. Listing

At present, the equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India (NSE). The annual listing fees for the financial year 2012-13 to BSE and NSE has been paid. 

vi. Stock Codes

Sesa's Stock Exchange Codes 

The National Stock Exchange of India

Stock Code: SESAGOA EQ 

The National Stock Exchange of India, DEMAT

Stock Code: SESAGOA AE 

The Stock Exchange, Mumbai

Stock Code: 295 

The Stock Exchange, Mumbai, DEMAT

Stock Code: 500295 

Singapore Exchange Securities Trading Limited

Stock Code: 141031

The ISIN code of the Company is INE205A01025

vii. Registrar and Transfer Agent

Karvy Computershare Private Limited

Plot No. 17 to 24, Vittalrao Nagar, Madhapur, Hyderabad – 500 081

Tel: +91 40 2342 0818

Fax: +91 40 2342 0833

Email: reddy.ks@karvy.com / shyam.singh@karvy.com

viii. Share Transfer System

The Registrar and Share Transfer Agents, Karvy Computershare Pvt. Ltd., Hyderabad, are authorised by the Board for processing of share transfers, which are approved by the Company's Share Transfer Committee.

Share Transfer Committee Meetings are held weekly. Share transfer requests are processed and despatched to the shareholders generally within 15 days from the date of receipt. All valid requests for dematerialisation of shares are processed and confirmation was given to the depositories within 21 days.

Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, on half-yearly basis, certificates have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company. Also, pursuant to Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996, certification is done by a Company Secretary-in-Practice regarding timely dematerialisation of the shares of the Company. Further, secretarial audit is done on a quarterly basis for reconciliation of the share capital of the Company. 

ix. De-materialisation of Shares

Trading in equity shares of the Company is permitted only in dematerialised form w. e. f. May 31, 1999 as per notification issued by the Securities and Exchange Board of India (SEBI). 97.69 % of the equity shares of the Company have been dematerialised as on March 31, 2013.

x. Outstanding GDRs / ADRs / Warrants / Options

The Company had issued 5,000 Foreign Currency Convertible Bonds (FCCBs) aggregating to US$ 500 million. The FCCBs are convertible by Bondholders into Shares, at any time on and after December 9, 2009, up to the close of business on October 24, 2014 or, if the Bonds shall have been called for redemption before the relevant Maturity Date, then up to the close of business on a date not later than seven business days prior to the date fixed for redemption thereof.

During the year 2009-10 and 2010-11, total 2,832 bonds have been converted to 39,188,159 equity shares. No bonds have been converted during financial year 2011­12 and 2012-13.

As on March 31, 2013 there are 2,168 Foreign Currency Convertible Bonds (FCCB) outstanding.

xi. Company's Registered Office Address

Sesa Goa Limited

Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa 403 001, India

Plant Locations

Mining establishments at Goa and Karnataka

Pig Iron Division at Navelim / Amona Goa

Metallurgical Coke (Met Coke) Division at Amona, Goa

xii. Address for Correspondence on Share Issues

Karvy Computershare Private Limited

Plot No. 17 to 24, Vittalrao Nagar, Madhapur,

HYDERABAD – 500 081

Tel: +91 40 2342 0818

Fax: +91 40 2342 0833

Email: reddy.ks@karvy.com / shyam.singh@karvy.com

Or

The Secretarial Department

Sesa Goa Limited,

Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa 403001, India

Tel: +91 832 2460601

Fax: +91 832 2460721

Email: c.chitnis@vedanta.co.in / mahesh.devjani@vedanta.co.in

Website: www.sesagoa.com

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